Common use of Termination or Release Clause in Contracts

Termination or Release. (a) Subject to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, shall automatically be released from its obligations (or portion of such obligations in the case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the Credit Agreement. (c) In connection with any termination or release pursuant to paragraphs (a) or (b), the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder Security Interest and all other security interests granted hereby shall be automatically terminated terminate with respect to all Secured Obligations when all the outstanding Secured Obligations guaranteed by such Guarantor have been paid in full under the Loan Documents (other than Letters of Credit that have expired(x) obligations under Secured Hedge Agreements not yet due and payable, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank(y) Cash Management Obligations and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations (z) contingent indemnification obligations) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or accept other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and purchase Bthe L/As C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary of the CompanyBorrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (bc), the Administrative Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 20 6.13 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder Security Interest and all other security interests granted hereby shall be automatically terminated terminate with respect to all Secured Obligations when all the outstanding Secured Obligations guaranteed by such Guarantor have been paid in full under the Loan Documents (other than Letters of Credit that have expired(x) obligations under Secured Hedge Agreements not yet due and payable, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank(y) Cash Management Obligations and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations (z) contingent indemnification obligations) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or accept other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and purchase Bthe L/As C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary of the CompanyBorrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (bc), the Administrative Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 20 5.13 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee Guarantee Obligations made herein and all security interests granted hereby shall, subject to Section 2.04, terminate and be released (all without delivery of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed any instrument or performance of any act by such Guarantor have been paid any Person) upon Payment in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit AgreementFull. (b) A Guarantor, including any Elective Guarantor, Subsidiary Loan Party shall automatically be released from its obligations (or portion Guarantee Obligations under the Loan Documents, and all security interests created by the Collateral Documents in Collateral with respect to such Subsidiary Loan Party shall be automatically released free and clear of such obligations in the case of clause (y), if applicable) hereunder Liens created hereby (x) as required by the Administrative Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Administrative Agent pursuant to this Agreement or (y) upon such Collateral becoming an ownership interest in any Excluded Subsidiary solely to the consummation of any transaction extent permitted by, and in accordance with the terms of, the Credit Agreement; provided that, if so required by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that Agreement, the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did shall not provide otherwise and (y) in accordance have provided otherwise. In the event of any such termination or release, Schedule II to this Agreement shall be deemed to be modified to remove the Collateral with Section 5.09(c) of respect to which the Credit Agreementsecurity interests granted hereby have been so released. (c) In connection with any termination or release pursuant to paragraphs (a) or (b)this Section 6.11, the Administrative Agent shall execute and deliver to any GuarantorLoan Party, at such GuarantorLoan Party’s expense, all documents that such Guarantor Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents by the Administrative Agent pursuant to this Section 20 6.11 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder Security Interest and all other security interests granted hereby shall terminate with respect to all Obligations and any Liens arising therefrom shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate released when all the outstanding Obligations (in each case other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) have been indefeasibly paid in full and the Lenders have no further commitment to lend or accept under the Credit Agreement, the Outstanding Amount of L/C Obligations has been reduced to zero and purchase Bthe L/As C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Grantor (other than Holdings and the Borrower) shall automatically be released from its obligations (or portion hereunder as provided in Section 9.11 of such obligations in the case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the CompanyAgreement; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale to another Grantor), or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 9.11 of the Credit Agreement, the security interest of such Grantor in such Collateral shall be automatically released. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 5.13, the Administrative Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release, in each case in accordance with the terms of Section 9.11 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 20 5.13 shall be without recourse to or warranty by the Administrative Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrowers or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall be automatically terminated terminate when all the Loan Document Obligations, Note Obligations guaranteed by such Guarantor and Additional Obligations (other than contingent indemnity or expense reimbursement obligations in respect of which no claim has been made) have been paid in full in cash in immediately available funds (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped defeased in a manner reasonably acceptable to accordance with its terms), the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders Secured Parties have no further commitment to lend under any Secured Agreement, the Revolving L/C Exposure (or accept and purchase B/As equivalent under any Replacement Credit Facility) has been reduced to zero, each Issuing Bank has no further obligations to issue Letters of Credit under the Credit AgreementAgreement and any other requirements set forth in the Secured Agreements then effective are satisfied. (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the security interests in the Collateral of such obligations in the case of clause (y), if applicable) hereunder Subsidiary Party shall be automatically released (x) upon the consummation of any transaction permitted by as it relates to the Credit Agreement Obligations, if such Subsidiary Party is released from its guarantee pursuant to Article 2 in accordance with the terms of the Credit Agreement and (y) as a result of which such Guarantor it relates to the Obligations other than the Credit Agreement Obligations, if it ceases to be a Subsidiary guarantor of the Company; provided that the Required Lenders shall have consented such Obligations pursuant to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the Credit applicable Secured Agreement. (c) Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Secured Agreements (to the extent the release of such Collateral following such sale is permitted by the Secured Agreements), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to the Secured Agreements, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 9.15, the Administrative Agent shall execute and deliver to any GuarantorPledgor, at such Guarantor’s expensePledgor’s, expense all documents that such Guarantor Pledgor shall reasonably request to evidence such termination or releaserelease (including, without limitation, Uniform Commercial Code termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided, that the Administrative Agent shall not be required to take any action under this Section 9.15(d) unless (A) such Pledgor shall have delivered to the Administrative Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Company or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Secured Agreements and was consummated in compliance with the Secured Agreements and (B) it shall have received from each Authorized Representative such consents and other instruments as shall be reasonably requested by the Administrative Agent to confirm the Administrative Agent’s authority to release any Collateral as provided in this Section 9.15. Any execution and delivery of documents pursuant to this Section 20 9.15 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) This Agreement and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement Guarantees made herein shall terminate with respect to all Guaranteed Obligations when (i) all the Obligations Commitments have expired or been paid in full terminated and the Lenders have no further commitment to lend or accept and purchase B/As under the Term Loan Credit Agreement and (ii) all principal and interest in respect of each Loan and all other Guaranteed Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Obligations in respect of obligations that may thereafter arise with respect to any Secured Hedge Agreement or any Cash Management Services agreement, in each case, not yet due and payable, unless the Collateral Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to each applicable Hedge Bank or Cash Management Bank in respect thereof have not been made) shall have been paid in full in cash, provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Obligations that may subsequently be reversed or revoked, and (y) any obligations that may thereafter arise with respect to Secured Hedge Agreements or Cash Management Obligations to the extent not provided for thereunder. (b) A Guarantor, including any Elective Guarantor, Guarantor that is a Restricted Subsidiary shall automatically be released from its obligations (or portion of such obligations in the case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary circumstances set forth in Section 9.11 of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the Term Loan Credit Agreement. (c) In connection with any termination or release pursuant to paragraphs clauses (a) or (b)) above, the Administrative Agent and the Collateral Agent shall promptly execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 4.12 shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent. (d) At any time that the respective Guarantor desires that the Administrative Agent or the Collateral Agent take any of the actions described in immediately preceding clause (c), it shall, upon request of the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant to clause (a) or (b) above. The Administrative Agent and the Collateral Agent shall have no liability whatsoever to any Secured Party as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.12.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) This Agreement and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby (i) shall terminate when all the Obligations have been indefeasibly paid in full and full, the Lenders have no further commitment to lend or accept and purchase B/As under the Credit AgreementAgreement or to issue or participate in Letters of Credit and (ii) shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Secured Party or any Pledgor upon the bankruptcy or reorganization of the Borrower, any Pledgor or otherwise. In connection with the foregoing, the Collateral Agent shall execute and deliver to each Pledgor, at such Pledgor’s expense, all Uniform Commercial Code termination statements and similar documents which such Pledgor shall reasonably request to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 14(a) shall be without recourse to or warranty by the Collateral Agent. (b) A GuarantorUpon any sale or other transfer by any Pledgor of any Collateral that is permitted under each Loan Document to any Person that is not a Pledgor, including or, upon the effectiveness of any Elective Guarantorwritten consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released. If the Equity Interests of a Pledgor are sold, transferred or otherwise disposed of to a Person that is not an Affiliate pursuant to a transaction permitted by Section 6.05 of the Credit Agreement that results in such Pledgor ceasing to be a Subsidiary, or upon the effectiveness of any written consent pursuant to Section 9.08 of the Credit Agreement to the release of the security interest granted by such Pledgor hereby, such Pledgor shall be released from its obligations (or portion of such obligations in the case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit under this Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the Credit Agreementwithout further action. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b), the Administrative Collateral Agent shall execute and deliver to any GuarantorPledgor, at such GuarantorPledgor’s expense, all documents that such Guarantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 14 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder shall be automatically terminated when guarantees made herein, the Security Interest and all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby shall terminate when all the Loan Document Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend or accept under the Credit Agreement, the LC Facility LC Obligations and purchase B/As the Revolving LC Obligations have been reduced to zero and the LC Facility Issuing Bank and the Revolving Issuing Bank have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Subsidiary Loan Party shall automatically be released from its obligations (or portion hereunder and the security interests in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Loan Party ceases to be a Subsidiary of the CompanyParent; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement to any Person that is not a Grantor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 9.02 of the Credit Agreement, the security interest in such Collateral shall be automatically released; provided that the Proceeds resulting from such sale or other transfer shall be included in the Collateral. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 7.15, the Administrative Collateral Agent shall execute and deliver to any Guarantor, Grantor at such GuarantorGrantor’s expense, expense all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 7.15 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) Subject to the reinstatement provisions terms of Section 5the Intercreditor Agreements, this Agreement, the guarantee of a Guarantor hereunder shall be automatically terminated when pledges made herein, the Security Interest and all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby shall terminate when all the Notes Obligations (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit AgreementDischarged. (b) A GuarantorSubject to the terms of the Intercreditor Agreements, including any Elective Guarantor, a Pledgor (other than the Issuer) shall automatically be released from its obligations (or portion hereunder and the security interests in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Pledgor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement Indenture as a result of which such Guarantor Pledgor ceases to be a Restricted Subsidiary of the CompanyIssuer or otherwise ceases to be a Guarantor; provided provided, that such portion of the Required Lenders Holders as shall be required by the terms of the Indenture to have consented to such transaction (to the extent such consent is required by the Credit AgreementIndenture) shall have consented thereto and the terms of such consent did not provide otherwise otherwise. (c) Subject to the terms of the Intercreditor Agreements, upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Indenture to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to the Indenture, the security interest in such Collateral shall be automatically released. (d) Upon the transfer by any Pledgor of Equity Interests in a “first tier” Foreign Subsidiary or “first tier” Qualified CFC Holding Company to a “first tier” Foreign Subsidiary or “first tier” Qualified CFC Holding Company in a transaction permitted under the Indenture and subject to the terms of the Intercreditor Agreement, the pledge of Equity Interests so transferred shall be automatically released. (ye) At any time the ABL Intercreditor Agreement is in effect, upon the release of any ABL Priority Collateral securing the ABL Obligations (including all commitments and letters of credit thereunder) in accordance with Section 5.09(c) a sale or other disposition, permitted by the ABL Credit Agreement and the Indenture, the Security Interest and all other security interests granted hereby on such released property or assets shall be automatically released; provided, however, that if the Issuer or any Pledgor subsequently incurs ABL Obligations that are secured by liens on property or assets of the Credit Issuer or any Pledgor of the type constituting the ABL Priority Collateral, then the Issuer and its Restricted Subsidiaries shall reinstitute the Security Interest and any other security interests granted hereby, which, in the case of any subsequent ABL Obligations will be second-priority Liens on the ABL Priority Collateral securing such ABL Obligations to the same extent provided by the Security Documents and on the terms and conditions of the security documents relating to such ABL Obligations, with the second-priority Lien held by either the administrative agent, collateral agent or other representative for such ABL Obligations or by a collateral agent or other representative designated by the Issuer to hold the second-priority Liens for the benefit of the Holders of the Notes and subject to an intercreditor agreement providing such administrative agent or collateral agent substantially the same rights and powers afforded under the ABL Intercreditor Agreement. (cf) The Security Interest and all other security interests granted hereby will also be released, in whole or in part, as provided in Article VIII of the Indenture. (g) In connection with any termination or release pursuant to paragraphs (a) or through (b)f) of this Section 5.15, the Administrative Collateral Agent shall execute and deliver to any GuarantorPledgor, at such GuarantorPledgor’s expense, all documents that such Guarantor Pledgor shall reasonably request to evidence such termination or releaserelease (including, without limitation, UCC termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Collateral Agent shall not be required to take any action under this Section 5.15(g) unless such Pledgor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Issuer or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Indenture and was consummated in compliance with the Noteholder Documents. Any execution and delivery of documents pursuant to this Section 20 5.15 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder Security Interest and all other security interests granted hereby shall be automatically terminated when terminate with respect to all Secured Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired(x) obligations under Secured Hedge Agreements not yet due and payable, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank(y) Cash Management Obligations not yet due and the Lenders have no further commitment under the Credit Agreement to lend to, or accept payable and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate (z) contingent indemnification obligations not yet accrued and payable) when all the outstanding Secured Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreementfull. (b) A Guarantor, including any Elective Guarantor, Grantor shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement Indenture as a result of which such Guarantor Grantor ceases to be a Subsidiary or is designated as an Unrestricted Subsidiary of the CompanyHoldings III; provided that Holders of more than 50% in principal amount of the Required Lenders total outstanding Notes shall have consented to such transaction (to the extent required by the Credit AgreementIndenture) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the Credit Agreementotherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral (other than any transfer to another Grantor) that is permitted under the Indenture, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 11.02 of the Indenture, the security interest of such Grantor in such Collateral shall be automatically released. (d) A Grantor (other than Holdings V and the Issuer) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Grantor shall be automatically released if such Grantor ceases to be a Material Domestic Subsidiary. (e) If the security interest on any Collateral is released pursuant to Section 2.04 of the Intercreditor Agreement and such release results in the release of the security interest on such Collateral under this Agreement or any Collateral Document relating to the Notes, the security interest on such Collateral granted hereunder or under any such Collateral Document relating to the Notes shall be automatically released. (f) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 5.13, the Administrative Notes Collateral Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 6.13 shall be without recourse to or warranty by the Administrative Notes Collateral Agent. (g) In the event that any of the Collateral shall be transferred by any Grantor in connection with the Foreign Reorganization, the Security Interest granted hereunder on such Collateral shall automatically be discharged and released and all rights to such Collateral shall revert to the applicable Grantor without any further action by the Notes Collateral Agent or any other Person. Without prejudice to the foregoing, upon the request of the applicable Grantor, the Notes Collateral Agent, at the expense of such Grantor, shall promptly execute and deliver to such Grantor, all releases, termination statements, stock certificates, any certificated securities or any other documents necessary or desirable for the release of the Security Interest on such Collateral.

Termination or Release. (a) Subject This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Secured Obligations in respect of obligations that may thereafter arise with respect to Obligations in respect of Secured Hedge Agreements and Cash Management Obligations, in each case, not yet due and payable; unless the Collateral Agent has received written notice, at least two (2) Business Days prior to the reinstatement provisions proposed date of Section 5any such release of the Security Interest, stating that arrangements reasonably satisfactory to the guarantee of a Guarantor hereunder applicable Cash Management Bank or Hedge Bank, as the case may be, in respect thereof have not been made) shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expiredin cash, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement, provided, however, that in connection with the termination of this Agreement, the Administrative Agent or Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, and (y) any obligations that may thereafter arise with respect to the Obligations in respect of Secured Hedge Agreements and Cash Management Obligations, in each case to the extent not provided for thereunder. (b) A Guarantor, including The Security Interest in any Elective Guarantor, Collateral shall be automatically be released from its obligations (or portion of such obligations in the case circumstances set forth in Section 9.11(a) of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary or upon any release of the Company; provided that the Required Lenders shall have consented to Lien on such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) Collateral in accordance with Section 5.09(cSections 9.11(b) or (d) of the Credit Agreement. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b)) above, the Administrative Collateral Agent shall promptly execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 7.12 shall be without recourse to or warranty by the Administrative Collateral Agent. (d) At any time that the respective Grantor desires that the Collateral Agent take any of the actions described in immediately preceding clause (c), it shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a) or (b). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Section 7.12.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) This Agreement and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement Guarantees made herein shall terminate with respect to all Guaranteed Obligations when (i) all the Obligations Commitments have expired or been paid in full terminated and the Lenders have no further commitment to lend or accept and purchase B/As under the First Lien Credit Agreement and (ii) all principal and interest in respect of each Term Loan and all other Guaranteed Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Obligations in respect of Obligations that may thereafter arise with respect to any Specified Hedge Agreement or any Cash Management Services agreement, in each case, not yet due and payable, unless the Administrative Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to each applicable Qualified Counterparty or Cash Management Bank, as the case may be, in respect thereof have not been made) shall have been paid in full in cash, provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Obligations that may subsequently be reversed or revoked, and (y) any Obligations that may thereafter arise with respect to the Specified Hedge Agreements or Cash Management Obligations to the extent not provided for thereunder. (b) A Guarantor, including any Elective Guarantor, Guarantor that is a Restricted Subsidiary shall automatically be released from its obligations (or portion of such obligations in the case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary circumstances set forth in Section 10.18 of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the First Lien Credit Agreement. (c) In connection with any termination or release pursuant to paragraphs clauses (a) or (b)) above, the Administrative Agent shall promptly execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 4.12 shall be without recourse to or warranty by the Administrative Agent. (d) At any time that the respective Guarantor desires that the Administrative Agent take any of the actions described in immediately preceding clause (c), it shall, upon request of the Administrative Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant to clause (a) or (b) above. The Administrative Agent shall have no liability whatsoever to any Secured Party as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.12.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder shall be automatically terminated when Guarantees made herein, the Security Interest and all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby shall terminate when all the Obligations (other than contingent or unliquidated obligations or liabilities not then due) have been indefeasibly paid in full and the Lenders have no further commitment to lend or accept under the Credit Agreement, the LC Exposure has been reduced to zero and purchase B/As the Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations Subsidiary Party shall be automatically released (i) in the case event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of clause the Credit Agreement or (y), if applicable) hereunder (xii) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary of the CompanyBorrower; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or other transfer by any Grantor of any Collateral (other than any such sale to another Grantor) that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 9.02 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (bc), the Administrative Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 7.13 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder shall be automatically terminated when Guarantees, the security interest in the Collateral and all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby shall terminate when all the Loan Document Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement, the aggregate L/C Exposure has been reduced to zero and the Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement and no payment of any amounts outstanding and due under any Hedging Agreement is in default. (b) A Guarantor, including any Elective Guarantor, Subsidiary Guarantor shall automatically be released from its obligations (or portion hereunder and the security interest in the Collateral of such obligations Subsidiary Guarantor shall be automatically released, in the case event that all the Equity Interests of clause (y)such Subsidiary Guarantor shall be sold, if applicable) hereunder (x) upon transferred or otherwise disposed of to a person that is not Holdings, the consummation U.S. Borrower or an Affiliate of any transaction permitted by of the foregoing in accordance with the terms of the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the CompanyAgreement; provided that the Required Lenders shall have consented to such transaction sale, transfer or other disposition (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement to any person that is not Holdings, the U.S. Borrower or an Affiliate of any of the foregoing, or, upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released without any action on the part of the Collateral Agent. (d) A Subsidiary Guarantor shall automatically be released from its Guarantee hereunder to the extent required by Section 5.09(a) of the Credit Agreement. (ce) In connection with any termination or release pursuant to the preceding paragraphs (a) or (b)of this Section, the Administrative Collateral Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 7.15 shall be without recourse to or representation or warranty by the Administrative AgentCollateral Agent or any Secured Party.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee pledges and guarantees made herein, the Liens in the Pledged Collateral created hereby and all other security interests granted hereby, shall automatically terminate and/or be released (i) upon the occurrence of a Guarantor hereunder shall be automatically terminated the Termination Date or, if any Other First Lien Obligations secured by the Lien granted hereby are outstanding on the Termination Date, the date after the Termination Date when all such Other First Lien Obligations guaranteed (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by such Guarantor have been the terms of any Other First Lien Agreements, are not required to be paid in full (other than Letters prior to termination and release of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing BankPledged Collateral) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders Secured Parties have no further commitment to lend extend credit under any such Other First Lien Agreement, or accept and purchase B/As under (ii) otherwise in accordance with Section 9.18 of the Credit Agreement and the equivalent provision of any applicable Other First Lien Agreement. (b) A Guarantor, including any Elective Guarantor, shall automatically be released from its obligations (or portion of such obligations The security interest in the case Pledged Collateral shall be automatically released, all without delivery of clause any instrument or performance of any act by any party, (y), if applicable) hereunder (xi) upon the consummation any sale or other transfer by Holdings of any transaction Pledged Collateral that is permitted by the Credit Agreement and each Other First Lien Agreement then in effect to any person that is not Holdings or a Pledgor (as a result defined in the Collateral Agreement), (ii) upon the effectiveness of which such Guarantor ceases any written consent to be a Subsidiary the release of the Company; provided that security interest granted hereby in any Pledged Collateral pursuant to Section 9.08 of the Required Lenders shall have consented to such transaction Credit Agreement and any equivalent provision of each applicable Other First Lien Agreement (in each case, to the extent required by the Credit Agreementthereby), or (iii) and the terms of such consent did not provide as otherwise and (y) may be provided in accordance with Section 5.09(c) of the Credit any applicable Intercreditor Agreement. (c) In connection with any termination or release pursuant to paragraphs (a) or (b)this Section 6.15, the Administrative Agent shall execute and deliver to any GuarantorHoldings, at such Guarantor’s Holdings’ expense, all documents (forms of which shall be reasonably acceptable to the Agent) that such Guarantor Holdings shall reasonably request to evidence such termination or releaserelease (including Uniform Commercial Code termination statements), and will duly assign and transfer to Holdings, such of the Pledged Collateral that may be in the possession of the Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 20 6.15 shall be without recourse to or warranty by the Administrative Agent. In connection with any release pursuant to this Section 6.15, Holdings shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower pursuant to this Section 6.15, the Agent shall execute, deliver or acknowledge such instruments or releases (forms of which shall be reasonable acceptable to the Agent) to evidence the release of any Pledged Collateral permitted to be released pursuant to this Agreement. Holdings agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Termination or Release. (a) Subject This Agreement and all security interests granted hereby shall terminate with respect to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder all Secured Obligations and any Liens arising therefrom shall be automatically terminated when released upon termination of the Aggregate Commitments and payment in full of all Obligations guaranteed by such Guarantor have been paid in full (other than (i) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit that in which the Outstanding Amount of the L/C Obligations related thereto have expiredbeen Cash Collateralized or, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable if satisfactory to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend torelevant L/C Issuer in its reasonable discretion, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions for which a backstop letter of Section 5, this Agreement shall terminate when all the Obligations have been paid credit is in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreementplace). (b) A Guarantor, including Upon any Elective Guarantor, shall automatically be released from its obligations (sale or portion of such obligations in the case of clause (y), if applicable) hereunder (x) upon the consummation transfer by Holdings of any transaction Pledged Collateral that is permitted by under the Credit Agreement as (other than a result sale or transfer to another Grantor), or upon the effectiveness of which such Guarantor ceases any written consent to be a Subsidiary the release of the Company; provided that the Required Lenders shall have consented security interest granted hereby in any Pledged Collateral pursuant to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b)) of this Section 4.12, the Administrative Collateral Agent shall execute and deliver to any GuarantorHoldings, at such Guarantor’s Holdings’ expense, all documents that such Guarantor Holdings shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by Holdings to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 20 4.12 shall be without recourse to or warranty by the Administrative Collateral Agent. (d) Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank and each Cash Management Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the security interests granted under this Agreement of the Obligations of Holdings under any Secured Hedge Agreement and any Cash Management Obligations shall be automatically released upon termination of the Commitments and payment in full of all other Obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit in which the Outstanding Amount of the L/C Obligations related thereto have been Cash Collateralized or, if satisfactory to the relevant L/C Issuer in its reasonable discretion, for which a backstop letter of credit is in place), in each case, unless the Obligations under the Secured Hedge Agreement or the Cash Management Obligations are due and payable at such time (it being understood and agreed that this Agreement and the security interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full) and (ii) any release of Collateral effective in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or any Cash Management Bank that is not a Lender.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder shall be automatically terminated when pledges made herein, the Security Interest and all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby shall terminate when all the Note Obligations (other than contingent indemnity or expense reimbursement obligations in respect of which no claim has been made) have been paid defeased in full accordance with its terms and any other requirements set forth in the Lenders have no further commitment to lend or accept and purchase B/As under the Credit AgreementNote Documents then effective are satisfied. (b) The Liens securing the Note Obligations will be released in whole or in part, as provided in Section 11.04 of the Indenture. (c) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the security interests in the Collateral of such obligations in Subsidiary Party shall be automatically released if such Subsidiary Party is released from its guarantee pursuant to Section 11.04 of the case of clause Indenture. (y), if applicabled) hereunder (x) upon the consummation Upon any sale or other transfer by any Pledgor of any transaction Collateral that is permitted by under the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction Note Documents (to the extent required the release of such Collateral following such sale is permitted by the Credit Agreement) and Note Documents), or upon the terms effectiveness of such any written consent did not provide otherwise and (y) in accordance with Section 5.09(c) to the release of the Credit Agreementsecurity interest granted hereby in any Collateral pursuant to the Note Documents, the security interest in such Collateral shall be automatically released. (ce) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 7.15, the Administrative Collateral Agent shall execute and deliver to any GuarantorPledgor, at such GuarantorPledgor’s expense, all documents that such Guarantor Pledgor shall reasonably request to evidence such termination or releaserelease (including, without limitation, Uniform Commercial Code termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided, that the Collateral Agent shall not be required to take any action under this Section 7.15(e) unless such Pledgor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Officer of the Company or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Note Documents and was consummated in compliance with the Note Documents. Any execution and delivery of documents pursuant to this Section 20 7.15 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder Security Interest and all other security interests granted hereby shall terminate with respect to all Obligations and any Liens arising therefrom shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate released when all the outstanding Obligations (in each case other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) have been indefeasibly paid in full and the Lenders have no further commitment to lend or accept under the Credit Agreement, the Outstanding Amount of L/C Obligations has been reduced to zero and purchase Bthe L/As C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Grantor (other than Holdings and the Borrower) shall automatically be released from its obligations (or portion hereunder as provided in Section 9.11 of such obligations in the case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the CompanyAgreement; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale to another Grantor), or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 9.11 of the Credit Agreement, the security interest of such Grantor in such Collateral shall be automatically released. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 6.13, the Administrative Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release, in each case in accordance with the terms of Section 9.11 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 20 6.13 shall be without recourse to or warranty by the Administrative Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrower or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

Termination or Release. (a) Subject to Section 2.04, this Agreement and the reinstatement Guarantees made herein shall automatically terminate and be released on the earlier to occur of (i) the satisfaction of the provisions of Section 5, 9.18(c) of the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid Credit Agreement and (ii) payment in full in cash of all the Loan Document Obligations (other than contingent obligations for indemnification, expense reimbursement, tax gross-up or yield protection as to which no claim has been made), the expiration or termination of the Lenders’ commitments to lend under the Credit Agreement, the reduction of the LC Exposure to zero and the expiration or termination of the Issuing Banks’ obligations to issue, amend or extend Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Guarantor shall automatically be released from its obligations under this Agreement upon: (i) such Guarantor having been designated as an Unrestricted Subsidiary in accordance with the terms of the Credit Agreement, (ii) all the Equity Interests in such Guarantor held by the Borrower and its Subsidiaries having been sold or portion otherwise disposed of (other than to the Borrower or any of its Subsidiaries) (including by merger or consolidation) in any transaction not prohibited by the Credit Agreement, (iii) such obligations in the case Guarantor having ceased to be a wholly owned Subsidiary as a result of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by sale or disposition of all or any part of the Equity Interests of such Subsidiary not prohibited under the Credit Agreement as and entered into for a result valid business purpose, (iv) the release of which such Guarantor ceases to be a Subsidiary of the Company; provided that from its obligations under this Agreement having been approved or authorized in writing by the Required Lenders shall have consented to (or such transaction (to other percentage of the extent Lenders whose consent may be required by in accordance with Section 9.02 of the Credit Agreement) and the terms of such consent did not provide otherwise and or (yv) in accordance with Section 5.09(c) 9.18 of the Credit Agreement. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b)) of this Section, the Administrative Agent shall execute and and/or deliver to any Guarantor, at such Guarantor’s expense, all releases and other documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents by the Administrative Agent pursuant to this Section 20 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall be automatically terminated terminate when all the Term Credit Obligations guaranteed by such Guarantor (other than contingent or unliquidated obligations or liabilities with respect to which no claim has been asserted) have been paid in full (other than Letters of Credit that have expired, terminated, in cash or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full immediately available funds and the Lenders have no further commitment to lend or accept and purchase B/As under the Term Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the Security Interests in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Term Credit Agreement Agreement, as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary of the CompanyCompany or otherwise ceases to be a Pledgor; provided that the Required Lenders shall have consented to such transaction (to the extent such consents are required by the Term Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the Credit Agreementotherwise. (c) Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Term Credit Agreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to the terms of Section 10.01 of the Term Credit Agreement, the Security Interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 7.14, the Administrative Collateral Agent shall execute and deliver to any GuarantorPledgor, at such GuarantorPledgor’s expense, all documents that such Guarantor Pledgor shall reasonably request to evidence such termination or release; provided, that the Collateral Agent shall not be required to take any action under this Section 7.14(d) unless such Pledgor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Company or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Term Credit Agreement and was consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 20 7.14 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid released upon (i) payment in full of all Secured Obligations (other than Letters contingent obligations not yet accrued and payable) or (ii) legal defeasance, covenant defeasance or discharge under Article 8 of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit AgreementIndenture. (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement Indenture as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the Credit AgreementHoldings or becomes an Excluded Subsidiary. (c) The Security Interest in any Collateral shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Collateral becomes an Excluded Asset. (d) Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Indenture (other than a sale or transfer to another Grantor), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.02 of the Indenture, the security interest in such Collateral shall be automatically released. (e) In connection with any termination or release pursuant to paragraphs paragraph (a) or ), (b), (c) or (d) of this Section 6.12, the Administrative Collateral Agent shall promptly execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or releaserelease and shall perform such other actions reasonably requested by such Grantor to effect such re lease, including delivery of certificates, securities, instruments and written releases, terminations and similar documents. Any execution and delivery of documents pursuant to this Section 20 6.12 shall be without with out recourse to or warranty by the Administrative Collateral Agent and subject, if requested by the Collateral Agent, to the Collateral Agent’s receipt of a certification by the Issuers and applicable Grantor stating that such transaction is in compliance with the Indenture and the other Indenture Documents and as to such other matters as the Collateral Agent may reasonably request.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder Security Interest and all other security interests granted hereby shall be automatically terminated when terminate with respect to all Obligations guaranteed by such Guarantor have been paid upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Lines of Credit, Treasury Services Agreements and Secured Hedge Agreements, except as to amounts that are due and payable thereunder for which the Administrative Agent has received a written notice from the applicable Hedge Bank) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have expired, terminated, or are cash collateralized been Cash Collateralized or otherwise backstopped in a manner subject to arrangements reasonably acceptable satisfactory to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase BL/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit AgreementC Issuer). (b) A Guarantor, including any Elective Guarantor, Grantor (other than the Borrower) shall automatically be released from its obligations (or portion hereunder as provided in Section 9.09 of such obligations in the case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the CompanyAgreement; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon (i) any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or transfer to another Grantor), (ii) any asset or property becoming an Excluded Asset or (iii) the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 9.09 or 10.01 of the Credit Agreement, the security interest of such Grantor in such Collateral shall be automatically released and the license granted in Section 4.03 shall be automatically terminated with respect to such Collateral. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 5.13, the Administrative Collateral Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents and take all such further actions that such Guarantor Grantor shall reasonably request to evidence such termination or release, in each case in accordance with the terms of Section 9.09 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 20 5.13 shall be without recourse to or warranty by the Administrative Collateral Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the obligations of the Borrower or any of its Subsidiaries under any Line of Credit, any Secured Hedge Agreement and any Treasury Services Agreement shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank.

Termination or Release. (a) Subject This Agreement, the pledges made herein, the Security Interest and all other security interests granted hereby, and all other Security Documents securing the Obligations, shall automatically terminate upon the Collateral Agent’s receipt of a notice from (i) the Trustee pursuant to Section 11.07 of the Indenture, stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the reinstatement provisions Collateral (as defined in the Indenture), and any rights it has under the Security Documents and (ii) each Authorized Representative with respect to the Other First Lien Obligations, stating that such Authorized Representative, on behalf of Section 5the holders of the applicable Other First Lien Obligations, disclaims and gives up any and all rights it has in or to the Collateral (as defined in the applicable indenture or agreement governing such Other First Lien Obligations) and any right it has under the Security Documents. In connection with such termination, the guarantee of a Guarantor hereunder Collateral Agent shall do or cause to be automatically terminated when done all Obligations guaranteed by acts reasonably necessary to release all such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner security interests as soon as is reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreementpracticable. (b) A Guarantor, including any Elective Guarantor, Subsidiary Guarantor shall automatically be released from its obligations (or portion hereunder and the security interests in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Indenture and not prohibited by any Other First Lien Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the CompanyIssuer or otherwise ceases to be a Pledgor; provided that the Required Lenders requisite Secured Parties shall have consented to such transaction (to the extent such consent is required by the Credit Indenture or any Other First Lien Agreement, as applicable) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the Credit Agreementotherwise. (c) Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Indenture and not prohibited by any Other First Lien Agreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to the Indenture and each Other First Lien Agreement, the security interest in such Collateral shall be automatically released. (d) In the case of a Pledgor making a Transfer (as defined in the Indenture) that is permitted by clause (y) of the last paragraph of Article V of the Indenture or any Other First Lien Agreement and such permitted Transfer is to a Restricted Subsidiary (as defined in the Indenture) that is not a Pledgor, the security interest in the Collateral of such Pledgor shall be automatically released. (e) If any of the Collateral shall become subject to the release provisions set forth in Section 2.05 of the ABL Intercreditor Agreement or the equivalent provision of any other Intercreditor Agreement, or Section 11.04 of the Indenture or the equivalent provision of each Other First Lien Agreement, such Collateral shall be automatically released from the security interest in such Collateral to the extent provided therein. (f) There shall be an automatic release of the Lien hereunder on any property and assets of any Pledgor that would constitute ABL Priority Collateral but is at such time not subject to a Lien securing ABL Obligations, other than any assets or property that cease to be subject to a Lien securing ABL Obligations in connection with a release or discharge by or as a result of payment in full and termination of the ABL Obligations; provided that, if such property and assets are subsequently subject to a Lien securing ABL Obligations (other than Excluded Property), such property and assets shall subsequently constitute Collateral hereunder. (g) In connection with any termination or release pursuant to paragraphs (a) or (b)this Section 6.15, the Administrative Collateral Agent shall execute and deliver to any GuarantorPledgor, at such GuarantorPledgor’s expense, all documents that such Guarantor Pledgor shall reasonably request to evidence such termination or releaserelease (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Collateral Agent shall not be required to take any action under this Section 6.15(g) unless such Pledgor shall have delivered to the Collateral Agent, together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of an Officer of the Issuer certifying that the transaction giving rise to such termination or release is permitted by the Indenture, was consummated in compliance with the Indenture Documents and is not prohibited under any Other First Lien Agreement. Any execution and delivery of documents pursuant to this Section 20 6.15 shall be without recourse to or warranty by the Administrative Collateral Agent. For the avoidance of doubt, no Lien on any asset or property of a Pledgor created hereunder to secure the Obligations shall be released hereunder unless the release of such Lien is permitted by and pursuant to this Section 6.15.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically terminated when released upon all of the Secured Obligations guaranteed by such Guarantor have (other than (x) (i) Cash Management Obligations and (ii) Secured Obligations under Secured Hedge Agreements not yet due and payable, and (y) contingent obligations not yet accrued and payable) having been paid in full (other than full, all Letters of Credit that have expiredhaving been Cash Collateralized or otherwise back-stopped (including by “grandfathering” into any future credit facilities), in each case, on terms reasonably satisfactory to the relevant L/C Issuer in its reasonable discretion, or having expired or having been terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, Aggregate Commitments having expired or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have having been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreementterminated. (b) A Guarantor, including any Elective Guarantor, Grantor (other than the Borrower) shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Grantor ceases to be a Subsidiary of the CompanyBorrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (but only if and to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or transfer to another Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 6.12, the Administrative Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or releaserelease and shall perform such other actions reasonably requested by such Grantor to effect such release within a reasonable time, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 20 6.12 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) Subject This Agreement, the pledges and guarantees made herein, the Liens in the Collateral created hereby and all other security interests granted hereby, shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the reinstatement provisions Collateral shall revert to Holdings, as of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated date when all the Obligations guaranteed by such Guarantor (as defined in the Collateral Agreement) (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full (other than Letters of Credit that have expired, terminated, in cash or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full immediately available funds and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement, the Revolving Facility Credit Exposure has been reduced to zero and each L/C Issuer has no further obligations to issue Letters of Credit under the Credit Agreement; provided that, upon payment in full of the Obligations, the Agent may assume that no Obligations are outstanding unless otherwise advised in writing by the Borrower. (b) A Guarantor, including Upon any Elective Guarantor, shall automatically be released from its obligations (sale or portion of such obligations in the case of clause (y), if applicable) hereunder (x) upon the consummation other transfer by Holdings of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided Collateral that the Required Lenders shall have consented to such transaction (to the extent required is not prohibited by the Credit Agreement) and , or upon the terms effectiveness of such any written consent did not provide otherwise and (y) to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b)) of this Paragraph 26, the Administrative Agent shall execute and deliver to any GuarantorHoldings, at such GuarantorHoldings’s expense, all documents that such Guarantor Holdings shall reasonably request to evidence such termination or releaserelease (including, without limitation, UCC termination statements), and will duly assign and transfer to Holdings, such of the Pledged Equity that may be in the possession of the Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 20 Paragraph 26 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder Security Interest and all other security interests granted hereby shall be automatically terminated when terminate with respect to all Obligations guaranteed by such Guarantor have been paid (i) upon the occurrence of the Collateral and Guarantee Release Date and (ii) upon termination of the Commitments and payment in full of all Obligations (other than Secured Swap Obligations, Secured Bilateral LC Obligations, indemnities and contingent obligations with respect to which no claim for reimbursement has been made, and other than Letters of Credit that have expired, terminated, or are been cash collateralized pursuant to arrangements mutually agreed between the applicable Issuing Bank and the Lead Borrower or otherwise backstopped in a manner reasonably acceptable with respect to which other arrangements have been made that are satisfactory to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement). (b) A Guarantor, including any Elective Guarantor, Grantor (other than a Borrower) shall automatically be released from its obligations (or portion of such obligations hereunder in the case of clause (y)accordance with, if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (and to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with provided by, Section 5.09(c) 9.17 of the Credit Agreement. (c) The security interest granted hereunder by any Grantor in any Collateral shall be automatically released and the license granted in ‎Section 4.03 shall be automatically terminated with respect to such Collateral (i) at the time the property subject to such security interest is transferred or to be transferred as part of or in connection with any transfer not prohibited by the Credit Agreement (and the Administrative Agent may rely conclusively on a certificate to that effect provided to it by such Grantor upon its reasonable request without further inquiry) to any person other than a Grantor, (ii) subject to Section 9.2 of the Credit Agreement, if the release of such security interest is approved, authorized or ratified in writing by the Required Lenders or (iii) upon release of such Grantor from its obligations hereunder pursuant to Section 5.12(b) above. (d) In connection with any termination or release pursuant to paragraphs (aparagraph ‎(a), ‎(b) or (b)‎(c) of this ‎Section 5.12, the Administrative Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents and take all such further actions that such Guarantor Grantor shall reasonably request to evidence such termination or release, in each case in accordance with the terms of Article VIII and Section 9.17 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 20 ‎Section 5.12 shall be without recourse to or warranty by the Administrative Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Specified Secured Party by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the obligations of Holdings or any of its Subsidiaries under any Other Arrangement shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Specified Secured Party.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee Security Interest, the pledge of a Guarantor hereunder the Pledged Collateral and all other security interests granted hereby shall automatically terminate and be automatically terminated released when all the Junior-Priority Obligations guaranteed by such Guarantor (other than contingent indemnification obligations for which no claim has been made) have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreementcash. (b) A GuarantorThe Security Interest, including the pledge of the Pledged Collateral and all other security interests granted hereby to secure any Elective Guarantorparticular Series shall be released, shall automatically be released from its obligations whether in whole or in part, (or portion of such obligations i) in the case of clause (y)the 2023 Notes Obligations, if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (and to the extent required by expressly provided under the Credit Agreement2023 Notes Indenture, (ii) in the case of the 2024 Notes Obligations, as and to the terms of such consent did not provide otherwise extent expressly provided under the 2024 Notes Indenture and (yiii) in accordance with Section 5.09(c) the case of any Series of Pari Passu Debt Obligations, as and to the Credit Agreementextent expressly provided under the Pari Passu Agreement governing such Series of Pari Passu Debt Obligations. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b)) above, (i) the Company will furnish to the Junior-Priority Collateral Agent and each Authorized Representative, prior to the proposed release of Collateral, an Officer’s certificate and an opinion of counsel and such other documentation as required by the then existing Indentures and any Pari Passu Agreements and (ii) upon receipt of such, the Administrative Junior-Priority Collateral Agent shall promptly execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all Uniform Commercial Code termination statements and similar documents that such Guarantor Grantor shall reasonably request to evidence such termination or release, and all assignments or other instruments of transfer as may be necessary to reassign to such Grantor all rights, titles and interests in any relevant Intellectual Property as may have been assigned to the Junior-Priority Collateral Agent and/or its designees, subject to any disposition thereof that may have been made by the Junior-Priority Collateral Agent and/or its designees in accordance with the terms of this Agreement, and all rights and license granted to the Junior-Priority Collateral Agent and/or its designees in or to any such Intellectual Property pursuant to this Agreement shall automatically and immediately terminate and all rights shall automatically and immediately revert to such Grantor. Any execution and delivery of documents pursuant to this Section 20 6.15 shall be without recourse to or representation or warranty by the Administrative AgentJunior-Priority Collateral Agent or any other Secured Party. Without limiting the provisions of Section 6.06, the Company shall reimburse the Junior-Priority Collateral Agent upon demand for all costs and out of pocket expenses, including the reasonable fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 6.15.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder shall be automatically terminated when Guarantees made herein, the Security Interest and all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby shall terminate when all the Loan Document Obligations have been paid in full and the Lenders have no further commitment to lend or accept under the Credit Agreement, the LC Exposure has been reduced to zero and purchase B/As no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion of such obligations hereunder and, in the case of clause (y)a Subsidiary Party that is a Subsidiary Grantor, if applicable) hereunder (x) the Security Interest in the Collateral of such Subsidiary Grantor shall be automatically released upon the consummation of any transaction permitted not prohibited by the Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary of the CompanyHoldings; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of otherwise; provided further that, after giving effect to such release, there is no Default under the Credit Agreement. (c) Upon any sale or other transfer by any Grantor of any Collateral that is not prohibited by the Credit Agreement to any Person that is not a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 9.02 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released; provided that after giving effect to such release, there is no Default under the Credit Agreement. (d) Notwithstanding anything herein to the contrary, the Security Interest shall be released at any time when (i) Holdings has a Credit Rating of (A) Baa1 with stable outlook or better from ▇▇▇▇▇’▇ or (B) BBB+ with stable outlook or better from S&P; provided that if the Credit Ratings are not at the same level, the lower Credit Rating is not more than one notch worse than the higher Credit Rating, (ii) no Default has occurred and is continuing or would result from such release and (iii) the Administrative Agent shall have received a certificate from a Financial Officer of Holdings or the Parent Borrower confirming that the conditions in this paragraph (d) are satisfied. (e) In connection with any termination or release pursuant to paragraphs paragraph (a), (b), (c) or (b)d) above, the Administrative Agent shall execute and deliver to any Guarantor, Grantor at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 6.15 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full (other than Letters released upon the Discharge of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit AgreementObligations. (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Restricted Subsidiary of the CompanyBorrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (if and to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or transfer to another Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (cd) In connection with any termination or release pursuant to paragraphs Section 6.11(a), (ab) or (bc), the Administrative Collateral Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 20 6.11 shall be without recourse to or warranty by the Administrative Collateral Agent. (e) Notwithstanding anything to contrary set forth in this Agreement, each Secured Approved Counterparty by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the Security Interests granted under this Agreement of the Obligations of any Grantor and its Subsidiaries under any Secured Hedge Agreement and any Treasury Services Agreement shall be automatically released upon the Discharge of Obligations, in each case, unless the Obligations under any such Secured Hedge Agreement or any such Treasury Services Agreement are due and payable at such time (it being understood and agreed that this Agreement and the Security Interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full in cash in immediately available funds) and (ii) any release of Collateral or of a Grantor, as the case may be, effected in the manner permitted by this Agreement shall not require the consent of any Secured Approved Counterparty.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically terminated when released upon termination of the Aggregate Commitments and payment in full in cash of all Obligations guaranteed by such Guarantor have been paid in full (other than Letters (i) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and payable). Each party hereto that is a direct or indirect Subsidiary of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Person shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Person ceases to be a direct or indirect Subsidiary of the Company; provided Borrower. Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Required Lenders shall have consented Credit Agreement (other than a sale or transfer to such transaction (another Loan Party), or upon the effectiveness of any written consent to the extent required by release of the Credit Agreement) and the terms of such consent did not provide otherwise and (y) security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 10.01 of the Credit Agreement. (c) , the security interest in such Collateral shall be automatically released. In connection with any termination or release pursuant to paragraphs paragraph (a) or (b)c) of this Section 6.12, the Administrative Collateral Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 20 6.12 shall be without recourse to or warranty by the Administrative Collateral Agent. Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank and each Cash Management Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the Security Interests granted under this Agreement of the Obligations of any Grantor and its Subsidiaries under any Secured Hedge Agreement and any Cash Management Obligations shall be automatically released upon termination of the Commitments and payment in full in cash of all other Obligations, in each case, unless the Obligations under the Secured Hedge Agreement or the Cash Management Obligations are due and payable at such time (it being understood and agreed that this Agreement and Security Interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full) and (ii) any release of Collateral or of a Grantor, as the case may be, effective in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or any Cash Management Bank that is not a Lender.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder Security Interest and all other security interests granted hereby shall be automatically terminated when terminate with respect to all Obligations guaranteed by such Guarantor have been paid upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Treasury Services Agreements and Secured Hedge Agreements, except as to amounts that are due and payable thereunder for which the Administrative Agent has received a written notice from the applicable Hedge Bank) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have expired, terminated, been Cash Collateralized or are cash collateralized or otherwise backstopped in back-stopped by a manner letter of credit reasonably acceptable satisfactory to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase BL/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit AgreementC Issuer). (b) A Guarantor, including any Elective Guarantor, Grantor (other than a Borrower) shall automatically be released from its obligations (or portion hereunder as provided in Section 9.09 of such obligations in the case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the CompanyAgreement; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise otherwise. (c) Upon (i) any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or transfer to another Grantor), including, but not limited to, any sale of accounts and related assets sold under a Receivables Facility, (yii) any asset or property becoming an Excluded Asset or (iii) the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 9.09 or 10.01 of the Credit Agreement, the security interest of such Grantor in such Collateral shall be automatically released and the license granted in Section 4.03 shall be automatically terminated with respect to such Collateral. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 5.13, the Administrative Collateral Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents and take all such further actions that such Guarantor Grantor shall reasonably request to evidence such termination or release, in each case in accordance with the terms of Section 9.09 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 20 5.13 shall be without recourse to or warranty by the Administrative Collateral Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the obligations of Parent or any of its Subsidiaries under any Secured Hedge Agreement and any Treasury Services Agreement shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder shall be automatically terminated when guarantees made herein, the Security Interest and all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby shall terminate on the first date when all the Obligations (other than contingent indemnity and similar obligations with respect to which no amounts are then owing) have been indefeasibly paid in full in cash and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement, the Revolving L/C Exposure and CL Exposure each has been reduced to zero and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement (or each Issuing Bank has received cash or other collateral satisfactory to it covering such exposure and Letters of Credit). (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the security interests in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent such consent is required by the Credit Agreement) and the terms of such consent did not provide otherwise otherwise. (c) Upon any Guarantor becoming an Unrestricted Subsidiary, such Unrestricted Subsidiary shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Unrestricted Subsidiary shall be automatically released. (yd) Upon any Permitted Receivables Financing permitted by the Credit Agreement, the Equity Interests of a Special Purpose Receivables Subsidiary shall be automatically released from the security interest in accordance with such Equity Interests granted hereby. (e) Upon any sale or other transfer by any Guarantor of any Collateral that is permitted under the Credit Agreement to any person that is not a Guarantor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 5.09(c) 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (cf) In connection with any termination or release pursuant to paragraphs paragraph (a) or ), (b), (c), (d) or (e) of this Section 7.15, the Administrative Collateral Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 7.15 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically terminated when released upon termination of the Aggregate Commitments and payment in full of all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, (i) obligations under Treasury Services Agreements or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bankobligations under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreementpayable). (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary of the CompanyBorrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (if and to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or transfer to another Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 6.11, the Administrative Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 20 6.11 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee pledges and guarantees made herein, the Liens in the Pledged Collateral created hereby and all other security interests granted hereby, shall automatically terminate and/or be released (i) upon the occurrence of a Guarantor hereunder shall be automatically terminated the Termination Date or, if any Other First Lien Obligations secured by the Lien granted hereby are outstanding on the Termination Date, the date after the Termination Date when all such Other First Lien Obligations guaranteed (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by such Guarantor have been the terms of any Other First Lien Agreements, are not required to be paid in full (other than Letters prior to termination and release of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing BankPledged Collateral) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders Secured Parties have no further commitment to lend extend credit under any such Other First Lien Agreement, or accept and purchase B/As under (ii) otherwise in accordance with Section 9.18 of the Credit Agreement and the equivalent provision of any applicable Other First Lien Agreement. (b) A Guarantor, including any Elective Guarantor, shall automatically be released from its obligations (or portion of such obligations The security interest in the case Pledged Collateral shall be automatically released, all without delivery of clause any instrument or performance of any act by any party, (y), if applicable) hereunder (xi) upon the consummation any sale or other transfer by Holdings of any transaction Pledged Collateral that is permitted by the Credit Agreement and each Other First Lien Agreement then in effect to any person that is not Holdings or a Pledgor (as a result defined in the Collateral Agreement), (ii) upon the effectiveness of which such Guarantor ceases any written consent to be a Subsidiary the release of the Company; provided that security interest granted hereby in any Pledged Collateral pursuant to Section 9.08 of the Required Lenders shall have consented to such transaction Credit Agreement and any equivalent provision of each applicable Other First Lien Agreement (in each case, to the extent required by the Credit Agreementthereby), or (iii) and the terms of such consent did not provide as otherwise and (y) may be provided in accordance with Section 5.09(c) of the Credit any applicable Intercreditor Agreement. (c) In connection with any termination or release pursuant to paragraphs (a) or (b)this Section 6.15, the Administrative Collateral Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, Holdings all documents that such Guarantor Holdings shall reasonably request to evidence such termination or releaserelease (including Uniform Commercial Code termination statements), and will duly assign and transfer to Holdings, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 20 6.15 shall be without recourse to or warranty by the Administrative Collateral Agent. In connection with any release pursuant to this Section 6.15, Holdings shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower pursuant to this Section 6.15, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Pledged Collateral permitted to be released pursuant to this Agreement. Holdings agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Security Agreement shall continue in effect until, and shall terminate on, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit AgreementTermination Date. (b) A Guarantor, including any Elective Guarantor, Grantor shall automatically be released from its obligations (or portion hereunder and the security interests created hereunder in the Collateral of such obligations Grantor shall be automatically released in the case circumstances set forth in Section 9.09 of clause (y)the Credit Agreement, if applicable) hereunder (x) upon the consummation including, with respect to any Subsidiary Party, as a result of any transaction permitted by under the Credit Agreement as a result of pursuant to which such Guarantor Subsidiary Party ceases to be a Subsidiary of the Company; provided Parent Borrower. (c) Upon any sale, transfer or other disposition by any Grantor of any Collateral that is permitted under Section 4.1(d) to any Person that is not another Grantor, or upon the Required Lenders effectiveness of any written consent to the release of the security interest granted hereby in any Collateral as set forth in Section 9.09 of the Credit Agreement, the security interest in such Collateral shall have consented to such transaction be automatically released. (d) The security interests granted hereunder on any Collateral, to the extent required by such Collateral is comprised of property leased to a Grantor, shall be automatically released upon termination or expiration of such lease. (e) The security interest in any Collateral shall be automatically released in any circumstance set forth in Section 9.09 of the Credit Agreement) and Agreement or upon any release of the terms of Lien on such consent did not provide otherwise and (y) Collateral in accordance with Section 5.09(c) 9.09 of the Credit Agreement. (cf) In connection with any termination or release pursuant to paragraphs (a) or Section 7.12(a), (b), (c), (d), or (e), the Administrative Collateral Agent shall promptly execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all UCC termination statements and similar documents that such Guarantor Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 20 7.12 shall be without recourse to or representation or warranty by the Administrative AgentCollateral Agent or any Secured Party. Without limiting the provisions of Section 7.10, the Parent Borrower shall reimburse (or cause to be reimbursed) the Collateral Agent promptly following a written demand therefor, together with backup documentation supporting such reimbursement request, for all reasonable and documented out-of-pocket costs and expenses, including the reasonable fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 7.12 in accordance with Section 10.03 of the Credit Agreement.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder shall be automatically terminated when pledges made herein, the Security Interest and all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expiredsecurity interests granted hereby, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all other Security Documents securing the Obligations have been paid in full and (including without limitation foreign security documents), shall automatically terminate as of the Lenders have no further commitment Termination Date. In connection with such termination, the Collateral Agent shall do or cause to lend or accept and purchase B/As under the Credit Agreementbe done all acts reasonably necessary to release all such security interests as soon as is reasonably practicable. (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the security interests in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary of the Companyor otherwise ceases to be a Pledgor; provided that the Required Lenders shall have consented to such transaction (to the extent such consent is required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) The Security Interest in accordance any Collateral shall automatically be released (i) upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Credit Agreement to any person that is not a Pledgor (including in connection with an Event of Loss) or (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 5.09(c) 9.08 of the Credit Agreement. (cd) If any Collateral shall become subject to the release provisions set forth in Section 2.05 of the ABL Intercreditor Agreement or Section 9.19 of the Credit Agreement, the Lien created hereunder on such Collateral shall be automatically released to the extent provided therein. (e) There shall be an automatic release of the Lien hereunder on any property and assets of any Pledgor that would constitute Notes Priority Collateral but is at such time not subject to a Lien securing Notes Obligations, other than any assets or property that cease to be subject to a Lien securing Notes Obligations in connection with a release or discharge by or as a result of payment in full and termination of the Notes Obligations; provided that, if such property and assets are subsequently subject to a Lien securing Notes Obligations (other than Excluded Property), such property and assets shall subsequently constitute Collateral hereunder. (f) In connection with any termination or release pursuant to paragraphs (a) or (b)this Section 5.15, the Administrative Collateral Agent shall execute and deliver to any GuarantorPledgor, at such GuarantorPledgor’s expense, all documents that such Guarantor Pledgor shall reasonably request to evidence such termination or releaserelease (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 20 5.15 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall be automatically terminated terminate when all the Loan Document Obligations guaranteed by such Guarantor (other than contingent or unliquidated obligations or liabilities) have been paid in full (other than Letters of Credit that have expired, terminated, in cash or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full immediately available funds and the Lenders have no further commitment to lend or accept under the Credit Agreement, the L/C Exposure has been reduced to zero and purchase B/As each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the security interests in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary of the CompanyBorrower or otherwise ceases to be a Pledgor; provided that the Required Lenders shall have consented to such transaction (to the extent such consent is required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Credit Agreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 9.09 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 7.15, the Administrative Collateral Agent shall execute and deliver to any GuarantorPledgor, at such Guarantor’s expensePledgor’s, expense all documents that such Guarantor Pledgor shall reasonably request to evidence such termination or releaserelease (including, without limitation, UCC termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided, that the Collateral Agent shall not be required to take any action under this Section 7.15(d) unless such Pledgor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Borrower or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and was consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 20 7.15 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically terminated when released upon termination of the Aggregate Commitments and payment in full of all Obligations guaranteed by such Guarantor have been paid in full (other than (i) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit that in which the Outstanding Amount of the L/C Obligations related thereto have expiredbeen Cash Collateralized or, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable if satisfactory to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend torelevant L/C Issuer in its reasonable discretion, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions for which a backstop letter of Section 5, this Agreement shall terminate when all the Obligations have been paid credit is in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreementplace). (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary of the CompanyBorrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (if and to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or transfer to another Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 6.12, the Administrative Collateral Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 20 6.12 shall be without recourse to or warranty by the Administrative Collateral Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank and each Cash Management Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the Security Interests granted under this Agreement of the Obligations of any Grantor and its Subsidiaries under any Secured Hedge Agreement and any Cash Management Obligations shall be automatically released upon termination of the Commitments and payment in full of all other Obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit in which the Outstanding Amount of the L/C Obligations related thereto have been Cash Collateralized or, if satisfactory to the relevant L/C Issuer in its reasonable discretion, for which a backstop letter of credit is in place), in each case, unless the Obligations under the Secured Hedge Agreement or the Cash Management Obligations are due and payable at such time (it being understood and agreed that this Agreement and Security Interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full) and (ii) any release of Collateral or of a Grantor, as the case may be, effective in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or any Cash Management Bank that is not a Lender.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder Security Interest and all other security interests granted hereby shall be automatically terminated when terminate with respect to all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired(x) obligations under Secured Hedge Agreements not yet due and payable, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank(y) Cash Management Obligations not yet due and the Lenders have no further commitment under the Credit Agreement to lend to, or accept payable and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate (z) contingent indemnification obligations not yet accrued and payable) when all the outstanding Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend or accept under the Credit Agreement, the L/C Obligations have been reduced to zero and purchase Bthe L/As C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Grantor shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Grantor ceases to be a Subsidiary or is designated as an Unrestricted Subsidiary of the CompanyParent; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral (other than any transfer to another Grantor) that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) A Grantor (other than Holdings and (ythe Borrower) shall automatically be released from its obligations hereunder and the Security Interest in accordance with Section 5.09(c) the Collateral of such Grantor shall be automatically released if such Grantor ceases to be a Material Domestic Subsidiary pursuant to the terms of the Credit Agreement. (ce) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 5.13, the Administrative Collateral Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 5.13 shall be without recourse to or warranty by the Administrative Collateral Agent. (f) In the event that any of the Collateral shall be transferred by any Grantor in connection with the Foreign Reorganization, the Security Interest granted hereunder on such Collateral shall automatically be discharged and released and all rights to such Collateral shall revert to the applicable Grantor without any further action by the Collateral Agent or any other Person. Without prejudice to the foregoing, upon the request of the applicable Grantor, the Collateral Agent, at the expense of such Grantor, shall promptly execute and deliver to such Grantor, all releases, termination statements, stock certificates, any certificated securities or any other documents necessary or desirable for the release of the Security Interest on such Collateral.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder shall be automatically terminated when guarantees made herein, the pledges made herein, the Security Interest and all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby shall terminate when all the Obligations (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full and the Lenders have no further commitment to lend in cash or accept and purchase B/As under the Credit Agreementimmediately available funds. (b) A Guarantor, including any Elective Guarantor, Subsidiary Loan Party shall automatically be released from its obligations (or portion hereunder and the security interests in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Loan Party ceases to be a Subsidiary of the CompanyBorrower or otherwise ceases to be a Guarantor; provided that such portion of the Required Lenders as shall be required by the terms of the Credit Agreement to have consented to such transaction (to the extent such consent is required by the Credit Agreement) shall have consented thereto and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Credit Agreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) Upon the transfer by any Loan Party of Equity Interests in a “first tier Foreign Subsidiary or “first tier” Qualified CFC Holding Company to a “first tier” Foreign Subsidiary or “first tier” Qualified CFC Holding Company in accordance with Section 5.09(c6.05(d) of the Credit Agreement, the pledge of Equity Interests so transferred shall be automatically released. (ce) In connection with any termination or release pursuant to paragraphs paragraph (a) or ), (b), the Administrative (c) and (d) of this Section 7.15, each Agent shall execute and deliver to any GuarantorPledgor, at such GuarantorPledgor’s expense, all documents that such Guarantor Pledgor shall reasonably request to evidence such termination or releaserelease (including, without limitation, authorization to file UCC termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of such Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that each Agent shall not be required to take any action under this Section 7.15(e) unless such Pledgor shall have delivered to such Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Borrower or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and was consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 20 7.15 shall be without recourse to or warranty by the Administrative any Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) This Agreement and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement Guarantees made herein shall terminate with respect to all Guaranteed Obligations when (i) all the Obligations Commitments have expired or been paid in full terminated and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement and (ii) all principal and interest in respect of each Loan and all other Guaranteed Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Obligations in respect of obligations that may thereafter arise with respect to any Secured Hedge Agreement or any Cash Management Services agreement, in each case, not yet due and payable, unless the Collateral Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to each applicable Hedge Bank or Cash Management Bank in respect thereof have not been made) shall have been paid in full in cash, provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Obligations that may subsequently be reversed or revoked, and (y) any obligations that may thereafter arise with respect to Secured Hedge Agreements or Cash Management Obligations to the extent not provided for thereunder. (b) A Guarantor, including any Elective Guarantor, Guarantor that is a Restricted Subsidiary shall automatically be released from its obligations (or portion of such obligations in the case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) circumstances set forth in accordance with Section 5.09(c) 9.11 of the Credit Agreement. (c) In connection with any termination or release pursuant to paragraphs clauses (a) or (b)) above, the Administrative Agent and the Collateral Agent shall promptly execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 4.12 shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent. (d) At any time that the respective Guarantor desires that the Administrative Agent or the Collateral Agent take any of the actions described in immediately preceding clause (c), it shall, upon request of the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant to clause (a) or (b) above. The Administrative Agent and the Collateral Agent shall have no liability whatsoever to any Secured Party as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.12.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee guarantees made herein, the Security Interest, the pledge of a Guarantor hereunder shall be automatically terminated when the Pledged Collateral and all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby shall terminate when (i) all the Loan Document Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement, and (ii) all Other Secured Obligations have been indefeasibly paid in full and the related Other Secured Agreements have been terminated or such other arrangements satisfactory to each Other Secured Party with respect to the Other Secured Obligations owing to it and the Other Secured Agreements to which it is a party have been made. (b) A Guarantor, including any Elective Guarantor, Subsidiary Guarantor shall automatically be released from its obligations (or portion hereunder and the Security Interests created hereunder in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary Restricted Subsidiary. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement to any person that is not a Grantor, or, upon the effectiveness of any written consent to the release of the Company; provided that the Required Lenders shall have consented Security Interest granted hereby in any Collateral pursuant to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) 9.08 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) above, the Administrative Collateral Agent shall promptly execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all Uniform Commercial Code termination statements and similar documents that such Guarantor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 9.13 shall be without recourse to or representation or warranty by the Administrative AgentCollateral Agent or any Secured Party. Without limiting the provisions of Section 9.05 of the Credit Agreement, the Borrower shall reimburse the Collateral Agent upon demand for all out of pocket costs and expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 9.13.

Termination or Release. (a) Subject This Agreement and the Guaranties made herein shall terminate with respect to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated all Obligations when all the outstanding Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired(x) obligations under Secured Hedge Agreements not yet due and payable, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank(y) Cash Management Obligations not yet due and the Lenders have no further commitment under the Credit Agreement to lend to, or accept payable and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations (z) contingent indemnification obligations not yet accrued and payable) have been indefeasibly paid in full and the Lenders have no further commitment to lend or accept under the Credit Agreement, the Outstanding Amount of L/C Obligations has been reduced to zero and purchase Bthe L/As C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Guarantor shall automatically be released from its obligations (or portion of such obligations hereunder as provided in the case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) 9.11 of the Credit Agreement. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b)) of this Section 4.11, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release, in each case in accordance with the terms of Section 9.11 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 20 4.11 shall be without recourse to or warranty by the Administrative Agent. (d) At any time that the Borrower desires that the Administrative Agent take any of the actions described in immediately preceding paragraph (c), it shall, upon request of the Administrative Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant to paragraph (a) or (b). The Administrative Agent shall have no liability whatsoever to any Guarantor as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.11. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank, by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrower or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be guaranteed pursuant to this Agreement only to the extent that, and for so long, the other Obligations are so guaranteed and (ii) any release of a Guarantor effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

Termination or Release. (a) Subject to This Security Agreement shall continue in effect until the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Secured Notes Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expiredcontingent indemnification obligations for which no claim or demand has been made) are paid in full, terminated, or are cash collateralized or otherwise backstopped and the Liens granted hereunder shall automatically be released in a manner reasonably acceptable the circumstances and to the applicable Issuing Bank) and extent described in Section 12.02 of the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit AgreementIndenture. (b) A Guarantor, including any Elective Guarantor, shall automatically be released from its obligations (or portion of such obligations in the case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the Credit Agreement. (c) In connection with any termination or release pursuant to paragraphs (a) or (bSection 7.12(a), the Administrative Notes Collateral Agent shall promptly execute (if applicable) and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all UCC termination statements and similar documents that such Guarantor Grantor shall reasonably request to evidence and/or effectuate such termination or release. Any execution and delivery of documents pursuant to this Section 20 7.12 shall be without recourse to or representation or warranty by the Administrative Notes Collateral Agent or any Secured Notes Secured Party. The Issuer shall reimburse the Notes Collateral Agent for all costs and expenses, including any fees and expenses of counsel, incurred by it in connection with any action contemplated by this Section 7.12 pursuant to and to the extent required by Section 12.08(bb) of the Indenture. (c) The Notes Collateral Agent shall have no liability whatsoever to any other Secured Notes Secured Party as the result of any release of Collateral by it in accordance with (or which the Notes Collateral Agent in good faith believes to be in accordance with) the terms of this Section 7.12. (d) At any time that a Grantor desires that the Notes Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to Section 7.12(a), upon request by the Notes Collateral Agent, such Grantor shall deliver to the Notes Collateral Agent a certificate signed by a Responsible Officer of such Grantor (or the Issuer on behalf of such Grantor) stating that the release of the respective Collateral is permitted pursuant to such Section 7.12(a) and the terms of the Indenture. At any time that any Grantor desires that a Restricted Subsidiary of such Grantor be released hereunder, it shall deliver to the Notes Collateral Agent a certificate signed by a Responsible Officer of such Grantor (or the Issuer on behalf of such Grantor) stating that the release of the respective Grantor (and its Collateral) is permitted pursuant to such Section 7.12(a) and the terms of the Indenture.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder shall be automatically terminated when Security Interest and all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby shall terminate when all the outstanding Secured Obligations (other than Secured Obligations in respect of Secured Hedge Agreements and Cash Management Obligations not yet due and payable (to the extent permitted by the terms thereof) and contingent indemnification obligations not yet accrued and payable) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (except if such Letter of Credit is fully cash collateralized or accept supported by a backstop letter of credit in each case in an amount and purchase Bon terms reasonably satisfactory to the Administrative Agent and the L/As C Issuer) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary of the CompanyBorrower; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (bc), the Administrative Collateral Agent shall promptly execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents (including relevant certificates, securities and other instruments) that such Guarantor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 7.13 shall be without recourse to or warranty by the Administrative Collateral Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in the immediately preceding paragraph (d), it shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a), (b) or (c). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Section 7.13.

Termination or Release. (a) Subject This Agreement, the pledges made herein and all other security interests granted hereby, and all other Security Documents securing the Obligations, shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the reinstatement provisions Collateral shall revert to the applicable Pledgors, as of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated date when all the Obligations guaranteed by such Guarantor (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full (other than Letters of Credit that have expired, terminated, in cash or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreementimmediately available funds. (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the security interests in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Party shall be automatically released upon the consummation of any transaction permitted not prohibited by the any Credit Agreement Document as a result of which such Guarantor Subsidiary Party ceases to be a Restricted Subsidiary or such Subsidiary is released from its Subsidiary Guarantee and from its Subsidiary guarantees of all Credit Documents or otherwise ceases to be a Subsidiary Guarantor, all without delivery of any instrument or performance of any act by any party, and all rights to the Company; provided that the Required Lenders Collateral shall have consented revert to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the Credit AgreementSubsidiary Party. (ci) Upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by any Credit Document to any person that is not a Pledgor (including in connection with a Casualty Event), or (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.01 of the Term Loan Agreement and any equivalent provision of each applicable other Credit Document, the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party. (d) The security interest securing Term Loan Obligations will be released as provided in Section 9.19 of the Term Loan Agreement, the security interest securing Indenture Obligations will be released as provided in Section 11.04 of the Indenture, and the security interest securing any Other Second-Priority Lien Obligations will be released as provided in the applicable Other Second-Priority Lien Documents. (e) In connection with any termination or release pursuant to paragraphs paragraph (a) or ), (b), (c) or (d) of this Section 5.13, the Administrative Agent shall execute and deliver to any GuarantorPledgor, at such GuarantorPledgor’s expense, all documents that such Guarantor Pledgor shall reasonably request to evidence such termination or releaserelease (including, without limitation, UCC termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Stock that may be in the possession of the Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 20 5.13 shall be without recourse to or warranty by the Administrative Agent. In connection with any release pursuant to paragraph (a), (b), (c) or (d) above, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement or the Security Documents.

Termination or Release. (a1) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall be automatically terminated terminate when all the Secured Obligations guaranteed by such Guarantor (other than Secured Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations, in each case, that are not yet due and payable and for which no claim has been asserted) have been paid in full (other than Letters of Credit that have expired, terminated, in cash or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full immediately available funds and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement; provided, however, that if any secured debt is outstanding under the ABL Credit Agreement, all such Collateral in the form of possessory collateral shall be transferred to the collateral agent under the ABL Credit Agreement, notwithstanding anything in the foregoing to the contrary. (b2) A Guarantor, including any Elective Guarantor, Grantor that is a Subsidiary shall automatically be released from its obligations (or portion hereunder and the security interests in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Grantor ceases to be a Subsidiary of the CompanyLoan Party or otherwise ceases to be a Guarantor; provided that such portion of the Required Lenders as are required by the terms of the Credit Agreement to consent to such transaction shall have consented to such transaction (thereto; provided, further, to the extent required the ABL Collateral Documents (as defined in the Intercreditor Agreement) are in effect on such date, such Grantor (and the security interests in the Collateral in respect thereof) shall be released under the ABL Collateral Documents concurrently with the release referred to in this clause (2). (3) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement) Agreement to any person that is not a Grantor, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Sections 10.08 and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) 10.18 of the Credit Agreement or pursuant to Section 5.1 of the Intercreditor Agreement, the security interest in such Collateral shall be automatically released; provided to the extent the ABL Collateral Documents are in effect on such date, the security interests in such Collateral shall be released under the ABL Collateral Documents concurrently with the release referred to in this clause (3). (c4) In connection with any termination or release pursuant to paragraphs paragraph (a1), (2) or (b)3) of this Section 7.15, the Administrative Collateral Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor shall Grantor reasonably request requests to evidence such termination or releaserelease (including UCC termination statements) and will duly assign and transfer to such Grantor such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Collateral Agent will not be required to take any action under this Section 7.15(4) unless such Grantor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request: (a) a reasonably detailed description of the Collateral, which in any event is sufficient to effect the appropriate termination or release without affecting any other Collateral and (b) a certificate of a Responsible Officer of the Borrower or such Grantor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and was or is consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 20 7.15 shall be without recourse to or warranty by the Administrative Collateral Agent. (5) In the event that Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that the Equity Interests of such Subsidiary are pledged under this Agreement, then the Equity Interests of such Subsidiary shall automatically be deemed not to be part of the Collateral to the extent necessary not to be subject to such requirement. Notwithstanding anything to the contrary in this Agreement, if Equity Interests of any Subsidiary are not required to be pledged under this Agreement because Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act would require the filing of separate financial statements of such Subsidiary if its Equity Interests were so pledged, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to no longer require (or is replaced with another rule or regulation that would not require) the filing of separate financial statements of such Subsidiary if some or all of its Equity Interests are pledged under this Agreement, then such Equity Interests of such Subsidiary shall automatically be deemed part of the Collateral and pledged under this Agreement.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder Security Interest and all other security interests granted hereby shall be automatically terminated when terminate with respect to all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired(x) obligations under Secured Hedge Agreements not yet due and payable, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank(y) Cash Management Obligations not yet due and the Lenders have no further commitment under the Credit Agreement to lend to, or accept payable and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate (z) contingent indemnification obligations not yet accrued and payable) when all the outstanding Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreementfull. (b) A Guarantor, including any Elective Guarantor, Grantor shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement Indenture as a result of which such Guarantor Grantor ceases to be a Subsidiary or is designated as an Unrestricted Subsidiary of the CompanyHoldings III; provided that Holders of more than 50% in principal amount of the Required Lenders total outstanding Notes shall have consented to such transaction (to the extent required by the Credit AgreementIndenture) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the Credit Agreementotherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 11.02 of the Indenture, the security interest of such Grantor in such Collateral shall be automatically released. (d) A Grantor (other than Holdings V and the Issuer) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Grantor shall be automatically released if such Grantor ceases to be a Material Domestic Subsidiary. (e) If the security interest on any Collateral is released pursuant to Section 2.04 of the Intercreditor Agreement and such release results in the release of the security interest on such Collateral under this Agreement or any Collateral Document relating to the Notes, the security interest on such Collateral granted hereunder or under any such Collateral Document relating to the Notes shall be automatically released. (f) In connection with any termination or release pursuant to paragraphs paragraph (a) or ), (b), (c) or (e) of this Section 6.13, the Administrative Notes Collateral Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 6.13 shall be without recourse to or warranty by the Administrative Notes Collateral Agent. (g) In the event that any of the Collateral shall be transferred by any Grantor in connection with the Foreign Reorganization, the security interest granted hereunder on such Collateral shall automatically be discharged and released and all rights to such Collateral shall revert to the applicable Grantor without any further action by the Notes Collateral Agent or any other Person. Without prejudice to the foregoing, upon the request of the applicable Grantor, the Notes Collateral Agent, at the expense of such Grantor, shall promptly execute and deliver to such Grantor, all releases, termination statements, stock certificates, any certificated securities or any other documents necessary or desirable for the release of the security interest on such Collateral. (h) Notwithstanding anything to the contrary set forth herein or in any other Notes Document, so long as no Default or Event of Default shall have occurred and be continuing, in the event that the Foreign Reorganization is not consummated and to the extent that any Permitted Intercompany Transfer has occurred (or will occur concurrently with such release described in the Indenture), any security interests granted hereunder by Holdings IV on any Collateral shall automatically be discharged and released without any further action by the Notes Collateral Agent or any other Person. Subject to the terms of the Intercreditor Agreement, in connection with the foregoing, upon the request of the Issuer, the Notes Collateral Agent, at the expense of Issuer, shall promptly execute and deliver to Holdings IV, Holdings V or SigmaTel, as applicable, all releases, termination statements, stock certificates, any certificated securities or any other documents necessary or desirable for the release of the security interest on such Collateral.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor pledge hereunder shall be automatically terminated when and all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) security interests granted hereby and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement pledge hereunder shall terminate when all the Foreign Obligations have been indefeasibly paid in full in cash and the Revolving Credit Lenders have no further commitment to lend or accept and purchase B/As under the Credit AgreementAgreement and the Revolving L/C Exposure has been reduced to zero. (b) A Guarantor, including any Elective Guarantor, Pledgor shall automatically be released from its obligations (or portion hereunder and the security interests in the Pledged Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Pledgor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Pledgor ceases to be a Subsidiary subsidiary of the CompanyHoldings; provided that the Required Lenders shall have consented to such transaction (to the extent such consent is required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or other transfer by any Pledgor of any Pledged Collateral that is permitted under the Credit Agreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Pledged Collateral pursuant to Section 5.09(c) 9.08 of the Credit Agreement, the security interest in such Pledged Collateral shall be automatically released. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 4.15, the Administrative Collateral Agent shall execute and deliver to any GuarantorPledgor, at such Guarantor’s Pledgor's expense, all documents that such Guarantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 4.15 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) Subject This Agreement, the pledges made herein, the Security Interest and all other security interests granted hereby, and all other Security Documents securing the Obligations, shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder Collateral shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable revert to the applicable Issuing Bank) and Grantors, as of the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate date when all the Obligations (other than (i) Hedging Obligations in respect of any Secured Hedge Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent or indemnification obligations not then due and owing) have been paid in full and the Lenders and any other Secured Parties have no further commitment to lend or accept and purchase B/As under the Credit Agreement, the aggregate Total Exposure has been reduced to zero, the aggregate Commitments have been terminated in full, each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped on terms reasonably satisfactory to the relevant Issuing Bank. (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the security interests in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Party shall be automatically released upon the consummation of any transaction permitted not prohibited by the Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary or such Subsidiary is released from its Subsidiary Guarantee and from its Subsidiary guarantees of all Credit Documents or otherwise ceases to be a Subsidiary Guarantor, in any case in accordance with the Credit Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the Company; provided that the Required Lenders Collateral shall have consented revert to such transaction Subsidiary Party. (to the extent required i) Upon any sale or other transfer by any Grantor of any Collateral that is not prohibited by the Credit AgreementAgreement to any person that is not a Grantor (including in connection with a Casualty Event) and or (ii) upon the terms effectiveness of such any written consent did not provide otherwise and (y) to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 13.1 of the Credit Agreement, the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party. (cd) A Subsidiary Party shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 13.17 of the Credit Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Subsidiary Party. (e) In connection with any termination or release pursuant to paragraphs paragraph (a) or ), (b), (c) or (d) of this Section 5.12, the Administrative Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s or Grantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or releaserelease (including, without limitation, UCC termination statements), and will duly assign and transfer to such Grantor, such of the Pledged Collateral that may be in the possession of the Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 20 5.12 shall be without recourse to or warranty by the Administrative Agent. In connection with any release pursuant to paragraph (a), (b), (c) or (d) above, the Grantors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement or the Security Documents.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall be automatically terminated terminate when all the Loan Document Obligations guaranteed by such Guarantor (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full (other than Letters of Credit that have expired, terminated, in cash or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full immediately available funds and the Lenders have no further commitment to lend under the Credit Agreement, the Revolving L/C Exposure has been reduced to zero (or accept cash collateralized or supported by back-to-back letter of credit in form and purchase B/As substance and from an issuing bank satisfactory to the Administrative Agent and the Issuing Bank) and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Subsidiary Loan Party shall automatically be released from its obligations (or portion hereunder and the security interests in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Loan Party ceases to be a Subsidiary of the CompanyBorrower or otherwise ceases to be a Guarantor; provided that such portion of the Required Lenders as shall be required by the terms of the Credit Agreement to have consented to such transaction (to the extent such consent is required by the Credit Agreement) shall have consented thereto and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Credit Agreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) Upon the transfer by any Loan Party of Equity Interests in a “first tier” Foreign Subsidiary or “first tier” Qualified CFC Holding Company to a “first tier” Foreign Subsidiary or “first tier” Qualified CFC Holding Company in accordance with Section 5.09(c6.05(d) of the Credit Agreement, the pledge of Equity Interests so transferred shall be automatically released. (ce) In connection with any termination or release pursuant to paragraphs paragraph (a) or ), (b), (c) and (d) of this Section 7.15, the Administrative Agent shall execute and deliver to any GuarantorPledgor, at such GuarantorPledgor’s expense, all documents that such Guarantor Pledgor shall reasonably request to evidence such termination or releaserelease (including, without limitation, UCC termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Administrative Agent shall not be required to take any action under this Section 7.15(e) unless such Pledgor shall have delivered to the Administrative Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Borrower or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and was consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 20 7.15 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) Subject This Agreement and all security interests granted hereby shall terminate with respect to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder all Secured Obligations and any Liens arising therefrom shall be automatically terminated when released upon termination of the Commitments and payment in full of all Obligations guaranteed by such Guarantor have been paid in full (other than (i) obligations under Secured Cash Management Agreements or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have expiredbeen Cash Collateralized or, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable if satisfactory to the applicable relevant Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend toBank in its reasonable discretion, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions for which a backstop letter of Section 5, this Agreement shall terminate when all the Obligations have been paid credit is in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreementplace). (b) A Guarantor, including Upon any Elective Guarantor, shall automatically be released from its obligations (sale or portion of such obligations in the case of clause (y), if applicable) hereunder (x) upon the consummation transfer by Holdings of any transaction Pledged Collateral that is permitted by under the Credit Agreement as (other than a result sale or transfer to another Grantor), or upon the effectiveness of which such Guarantor ceases any written consent to be a Subsidiary the release of the Company; provided that the Required Lenders shall have consented security interest granted hereby in any Pledged Collateral pursuant to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b)) of this Section 4.12, the Administrative Collateral Agent shall execute and deliver to any GuarantorHoldings, at such Guarantor’s Holdings’ expense, all documents that such Guarantor Holdings shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by Holdings to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 20 4.12 shall be without recourse to or warranty by the Administrative Collateral Agent. (d) Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank and each Cash Management Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the security interests granted under this Agreement of the Obligations of Holdings under any Secured Hedge Agreement and any Secured Cash Management Agreement shall be automatically released upon termination of the Commitments and payment in full of all other Obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit have been Cash Collateralized or, if satisfactory to the relevant Issuing Bank in its reasonable discretion, for which a backstop letter of credit is in place), in each case, unless the Obligations under the Secured Hedge Agreement or the Secured Cash Management Agreement are due and payable at such time (it being understood and agreed that this Agreement and the security interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full) and (ii) any release of Collateral effective in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or any Cash Management Bank that is not a Lender.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder Guarantees made herein, the Security Interest and all other security interests granted hereby shall be automatically terminated terminate when (i) all the Loan Document Obligations guaranteed by such Guarantor have been indefeasibly paid in full and (other than Letters ii) either (x) all Obligations under clause (b) of Credit that the definition thereof shall have expiredbeen indefeasibly paid in full or (y) the occurrence of the termination, terminated, expiration or are cash collateralized or otherwise backstopped in a manner reasonably collateralization (on terms acceptable to the applicable Issuing BankHedge Banks) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit AgreementSecured Hedge Agreements. (b) A Guarantor, including any Elective Guarantor, Subsidiary Guarantor shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the CompanyBorrower (or otherwise ceases to be a Guarantor); provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) above, the Administrative Collateral Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 7.13 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a1) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall be automatically terminated terminate when all the Secured Obligations guaranteed by such Guarantor (other than Secured Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations, in each case, that are not yet due and payable and for which no claim has been asserted) have been paid in full (other than Letters of Credit that have expired, terminated, in cash or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full immediately available funds and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement, the L/C Exposure has been reduced to zero and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement; provided, however, that if any secured debt is outstanding under the Term Loan Credit Agreement, all such Collateral in the form of possessory collateral shall be transferred to the collateral agent under the Term Loan Credit Agreement, notwithstanding anything in the foregoing to the contrary. (b2) A Guarantor, including any Elective Guarantor, Grantor that is a Subsidiary shall automatically be released from its obligations (or portion hereunder and the security interests in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Grantor ceases to be a Subsidiary of the CompanyLoan Party or otherwise ceases to be a Guarantor; provided that such portion of the Required Lenders as are required by the terms of the Credit Agreement to consent to such transaction shall have consented to such transaction (thereto; provided, further, to the extent required the Term Loan Collateral Documents (as defined in the Intercreditor Agreement) are in effect on such date, such Grantor (and the security interests in the Collateral in respect thereof) shall be released under the Term Loan Collateral Documents concurrently with the release referred to in this clause (2). (3) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement) Agreement to any person that is not a Grantor, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Sections 10.08 and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) 10.18 of the Credit Agreement or pursuant to Section 5.1 of the Intercreditor Agreement, the security interest in such Collateral shall be automatically released; provided to the extent the Term Loan Collateral Documents are in effect on such date, the security interests in such Collateral shall be released under the Term Loan Collateral Documents concurrently with the release referred to in this clause (3). (c4) In connection with any termination or release pursuant to paragraphs paragraph (a1), (2) or (b)3) of this Section 7.15, the Administrative Collateral Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor shall Grantor reasonably request requests to evidence such termination or releaserelease (including UCC termination statements) and will duly assign and transfer to such Grantor such of the Pledged Collateral that may be in the possession of the Collateral Agent (or a designated bailee, in accordance with the Intercreditor Agreement) and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Collateral Agent will not be required to take any action under this Section 7.15(4) unless such Grantor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request: (a) a reasonably detailed description of the Collateral, which in any event is sufficient to effect the appropriate termination or release without affecting any other Collateral and (b) a certificate of a Responsible Officer of the Borrower or such Grantor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and was or is consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 20 7.15 shall be without recourse to or warranty by the Administrative Collateral Agent. (5) In the event that Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that the Equity Interests of such Subsidiary are pledged under this Agreement, then the Equity Interests of such Subsidiary shall automatically be deemed not to be part of the Collateral to the extent necessary not to be subject to such requirement. Notwithstanding anything to the contrary in this Agreement, if Equity Interests of any Subsidiary are not required to be pledged under this Agreement because Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act would require the filing of separate financial statements of such Subsidiary if its Equity Interests were so pledged, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to no longer require (or is replaced with another rule or regulation that would not require) the filing of separate financial statements of such Subsidiary if some or all of its Equity Interests are pledged under this Agreement, then such Equity Interests of such Subsidiary shall automatically be deemed part of the Collateral and pledged under this Agreement.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder shall be automatically terminated when Security Interest and all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations have been paid in full and the Lenders have no further commitment to lend or accept under the Credit Agreement, the L/C Obligations have been reduced to zero and purchase Bthe L/As C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Grantor (other than the U.S. Borrower) shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Grantor ceases to be a Subsidiary of the CompanyVNUHF or is otherwise no longer required to be a Grantor hereunder; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or other transfer by any Grantor of any Collateral (other than any transfer of Collateral to another Grantor) that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (bc), the Administrative Collateral Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 6.13 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder This Agreement shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid remain in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to force and effect until such time as the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Secured Obligations have been paid in full full, at which time this Agreement shall automatically terminate. Upon the termination of this Agreement, the Collateral Agent shall, upon the request and at the Lenders have no further commitment expense of the Grantors, execute and deliver all documents reasonably requested by the Grantors to lend or accept and purchase B/As under the Credit Agreementevidence such termination. (b) A GuarantorBy accepting the benefits hereof, including each Secured Party irrevocably authorizes and directs the Collateral Agent, at its option and in its discretion: (i) to release any Elective GuarantorLien on any property granted to or held by the Collateral Agent under this Agreement (A) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition not prohibited under the Loan Document, shall automatically be released (B) to the extent such property becomes Excluded Property, or (C) if approved, authorized or ratified in accordance with the provisions of the Loan Documents; (ii) to subordinate any Lien on any property of any Grantor granted to or held by the Collateral Agent under this Agreement to the holder of any Lien on such property, to the extent that (A) such property constitutes fixed or capital assets acquired, constructed or improved by such Grantor, and (B) such Lien is permitted pursuant to the terms of the Loan Documents; and (iii) to release any Grantor from its obligations under this Agreement (including the release of all Liens on such Grantor’s property granted to or held by the Collateral Agent under this Agreement) if such Person cease to be a Subsidiary (or portion of such obligations in the case of clause (y), if applicableotherwise becomes an Excluded Subsidiary) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which a transaction not prohibited under the Loan Documents; provided, that, no such Guarantor ceases release shall occur pursuant to this clause (iii) if such Grantor continues to be a Subsidiary obligated in respect of any Secured Obligations. In each case as specified in the immediately preceding sentence, the Collateral Agent will, at the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the Credit Agreement. (c) In connection with any termination or release pursuant to paragraphs (a) or (b)’s expense, the Administrative Agent shall execute and deliver to any Guarantor, at the applicable Grantor such Guarantor’s expense, all documents that as such Guarantor shall Grantor may reasonably request to evidence the release of such termination item of Collateral from the security interest granted under this Agreement or release. Any execution and delivery to subordinate its interest in such item, or to release such Grantor from its obligations under this Agreement, in each case in accordance with the terms of documents pursuant to this Section 20 shall be without recourse to or warranty by the Administrative Agentimmediately preceding sentence.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall be automatically terminated terminate when all the Loan Document Obligations guaranteed by such Guarantor (other than contingent indemnity or expense reimbursement obligations in respect of which no claim has been made) have been paid in full (other than Letters of Credit that have expired, terminated, in cash or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full immediately available funds and the Lenders have no further commitment to lend or accept under the Credit Agreement, the Revolving L/C Exposure has been reduced to zero and purchase B/As each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the security interests in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary of the CompanyBorrower or otherwise ceases to be a Guarantor; provided that such portion of the Required Lenders as shall be required by the terms of the Credit Agreement to have consented to such transaction (to the extent such consent is required by the Credit Agreement) shall have consented thereto and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Credit Agreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 7.15, the Administrative Agent shall execute and deliver to any GuarantorPledgor, at such Guarantor’s expensePledgor’s, expense all documents that such Guarantor Pledgor shall reasonably request to evidence such termination or releaserelease (including, without limitation, UCC termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided, that the Administrative Agent shall not be required to take any action under this Section 7.15(d) unless such Pledgor shall have delivered to the Administrative Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Borrower or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and was consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 20 7.15 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate when (i) all the Loan Document Obligations (other than contingent indemnity or expense reimbursement obligations in respect of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor which no claim has been made) have been paid in full in cash in immediately available funds, (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to ii) the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders Secured Parties have no further commitment to lend under any Loan Document, (iii) the Revolving L/C Exposure has been reduced to zero or accept and purchase B/As cash collateralized in accordance with Section 2.05(k) of the ABL Credit Agreement, each Issuing Bank has no further obligations to issue Letters of Credit under the ABL Credit Agreement, (iv) all Swap Agreements relating to Secured Swap Obligations have been terminated or the secured party under such Swap Agreement has authorized the termination of this Agreement, and (v) any other requirements set forth in the Loan Documents then effective are satisfied. (b) The Liens securing the Loan Document Obligations will be released in whole or in part, as provided in Section 10.18 of the ABL Credit Agreement. (bc) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the security interests in the Collateral of such obligations Subsidiary Party shall be automatically released if such Subsidiary Party is released from its guarantee pursuant to Article 2 in the case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and accordance with the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the ABL Credit Agreement. (cd) Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Loan Documents (to the extent the release of such Collateral following such sale is permitted by the Loan Documents), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to the Loan Documents, the security interest in such Collateral shall be automatically released. (e) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 7.15, the Administrative Agent shall execute and deliver to any GuarantorPledgor, at such GuarantorPledgor’s expense, all documents that such Guarantor Pledgor shall reasonably request to evidence such termination or releaserelease (including, without limitation, Uniform Commercial Code termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided, that the Administrative Agent shall not be required to take any action under this Section 7.15(e) unless such Pledgor shall have delivered to the Administrative Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Company or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Loan Documents and was consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 20 7.15 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) Subject This Agreement and the Guarantees made herein shall terminate with respect to all Guaranteed Obligations upon termination of the reinstatement provisions of Section 5Aggregate Commitments, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid payment in full of all outstanding Guaranteed Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit that (unless the Outstanding Amount of the L/C Obligations related thereto have expiredbeen Cash Collateralized, terminated, or are cash collateralized or otherwise backstopped in by a manner letter of credit reasonably acceptable satisfactory to the applicable Issuing Bank) and the Lenders have no further commitment L/C Issuer or deemed reissued under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject another agreement reasonably satisfactory to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase Bapplicable L/As under the Credit AgreementC Issuer). (b) A Guarantor, including any Elective Guarantor, Guarantor shall automatically be released from its obligations (or portion of such obligations hereunder in the case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) circumstances set forth in accordance with Section 5.09(c9.11(c) of the Credit Agreement. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b)) above, the Administrative Agent shall promptly execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Guarantor to effect such release. Any execution and delivery of documents pursuant to this Section 20 4.13 shall be without recourse to or warranty by the Administrative Agent. (d) At any time that the Borrower desires that the Administrative Agent take any of the actions described in the immediately preceding clause (c), it shall, upon request of the Administrative Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant to paragraph (a) or (b) above. The Administrative Agent shall have no liability whatsoever to any Secured Party as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.13. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrower or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be guaranteed pursuant to this Agreement only to the extent that, and for so long as, the other Guaranteed Obligations are so guaranteed and (ii) any release of a Guarantor effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder shall be automatically terminated when Guaranties hereunder, the Security Interest and all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby shall terminate when all the Credit Agreement Obligations have been indefeasibly paid in full in cash and the Lenders have no further commitment to lend or purchase and accept and purchase B/As under the Credit Agreement, the LC Exposure has been reduced to zero and the Letter of Credit Issuer has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause Subsidiary Party shall be automatically released (y), if applicable) hereunder (xi) upon the consummation designation by the US Borrower of any transaction such Subsidiary Party as an Unrestricted Subsidiary, provided that such designation was permitted by the Credit Agreement as Agreement, and (ii) in the event that all the capital stock of such Subsidiary Party shall be sold, transferred or otherwise disposed of to a result of which such Guarantor ceases to be Person that is not Holdings, the US Borrower or a Subsidiary Party in accordance with the terms of the Company; Credit Agreement, provided that the Required Lenders shall have consented to such transaction sale, transfer or other disposition (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or other transfer by any Grantor or Pledgor of any Collateral that is permitted under the Credit Agreement to any Person that is not Holdings, the US Borrower or any Subsidiary Party in accordance with Section 5.09(c) the terms of the Credit Agreement, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 10.11 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 7.15, the Administrative Collateral Agent shall execute and deliver to any GuarantorGrantor or Pledgor, as the case may be, at such GuarantorGrantor’s or Pledgor’s expense, all documents that such Guarantor Grantor or Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 7.15 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) Subject The Security Agreement shall continue in effect until the Specified Date. Notwithstanding anything in this Security Agreement or the Note or any Financing Document to the reinstatement provisions of Section 5contrary, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Banka) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Grantor shall automatically be released from its obligations under this Security Agreement (or portion of and any Lien granted by such obligations in the case of clause Grantor pursuant to this Security Agreement shall be automatically released) (y), if applicable) hereunder (xi) upon the consummation of any transaction or series of related transactions permitted by under the Credit Agreement Note if as a result of which thereof such Guarantor Grantor ceases to be a Subsidiary or becomes an Excluded Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions not prohibited under this Security Agreement or the Note), provided that if any Grantor ceases to constitute a wholly-owned Subsidiary, such Grantor shall not be released from this Security Agreement unless (A) such Grantor is no longer a direct or indirect Subsidiary of the Company; provided that the Required Lenders shall have consented Issuer or (B) after giving pro forma effect to such transaction release and the consummation of the relevant transaction, the Issuer is deemed to have made a new Investment in such Person (to as if such Person was then newly acquired); it being understood that this proviso shall not limit the extent required by release of any Grantor that otherwise constitutes an Excluded Subsidiary for any reason other than not constituting a wholly-owned Subsidiary of the Credit AgreementIssuer (this proviso, the “Specified Grantor Release Provision”) and and/or (ii) upon the occurrence of the earlier of (x) the date on which the Notes have been fully converted in accordance with the terms of such consent did not provide otherwise the Note and (y) the Maturity Date and (b) any Grantor that meets the definition of “Excluded Subsidiary” shall be released by the Noteholder promptly following the request therefor by the Issuer, subject, if applicable, to the Specified Grantor Release Provision. (b) Notwithstanding anything in this Security Agreement or the Note to the contrary, the Noteholder will release any Lien granted to or held by the Noteholder upon any Collateral (A) upon the occurrence of the earlier of (i) the date on which the Notes have been fully converted in accordance with the terms thereof and (ii) the Maturity Date, (B) constituting property sold or to be sold or otherwise Disposed of as part of or in connection with any Disposition permitted under the Note or under any Finance Document or to which the Noteholder has consented, (C) that does not constitute (or ceases to constitute) Collateral, (D) in accordance with Section 5.09(c) 12 of the Credit AgreementNote Purchase Agreement (E) otherwise pursuant to and in accordance with the provisions of any applicable Finance Document or (F) if approved, authorized or ratified in writing by the Noteholder. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b)above, the Administrative Agent Noteholder shall promptly execute (if applicable) and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, (i) all UCC termination statements and/or UCC amendments and similar documents that such Guarantor Grantor shall reasonably request to evidence and/or effectuate such termination or releaserelease and (ii) all or the relevant portion of, as applicable, the Pledged Collateral. Any execution and delivery of documents any document pursuant to this Section 20 7.12 shall be without recourse to or representation or warranty by the Administrative AgentNoteholder.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) This Agreement and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement Guarantees made herein shall terminate with respect to all Guaranteed Obligations when (i) all the Obligations Commitments have expired or been paid in full terminated and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement and (ii) all principal and interest in respect of each Loan and all other Guaranteed Obligations (other than contingent obligations as to which no claim has been asserted, obligations under Swap Agreements, Deposit Obligations and the outstanding amount of LC Obligations related to any Letter of Credit that has been cash collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank) shall have been paid in full in cash, provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Obligations that may subsequently be reversed or revoked, and (y) any obligations that may thereafter arise with respect to Swap Agreements the obligations under which constitute Swap Obligations or documentation executed in connection with Deposit Obligations to the extent not provided for thereunder. (b) A Guarantor, including any Elective Guarantor, Guarantor shall automatically be released from its obligations (or portion of such obligations hereunder in the case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) circumstances set forth in accordance with Section 5.09(c) 9.09 of the Credit Agreement. (c) In connection with any termination or release pursuant to paragraphs clauses (a) or (b)) of this Section 4.11, the Administrative Agent and the Collateral Agent shall promptly execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Guarantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 20 4.11 shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent. (d) At any time that the respective Guarantor desires that the Administrative Agent or the Collateral Agent take any of the actions described in immediately preceding clause (c), it shall, upon request of the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant to clause (a) or (b) of this Section 4.11. The Administrative Agent and the Collateral Agent shall have no liability whatsoever to any Secured Party as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.11.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder shall be automatically terminated when guarantees made herein, the pledges made herein, the Security Interest and all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby shall terminate when all the Obligations (other than contingent indemnification and reimbursement obligations, in each case, that are not yet due and payable and for which no claim has been asserted) have been paid in full in cash or immediately available funds and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Subsidiary Loan Party shall automatically be released from its obligations (or portion hereunder and the security interests in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Loan Party ceases to be a Subsidiary of the CompanyLoan Party, is designated as an Unrestricted Subsidiary or otherwise ceases to be a Guarantor; provided that such portion of the Required Lenders as shall be required by the terms of the Credit Agreement to have consented to such transaction (to the extent such consent is required by the Credit Agreement) shall have consented thereto and the terms of such consent did not provide otherwise otherwise; provided further to the extent the ABL Security Documents are in effect on such date, such Subsidiary Loan Party (and the security interests in the Collateral in respect thereof) shall be released under the ABL Security Documents concurrently with the release referred to in this clause (y) in accordance with Section 5.09(c) of the Credit Agreementb). (c) Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Credit Agreement to any person that is not a Pledgor, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement or pursuant to Section 5.1 of the ABL/Term Loan Intercreditor Agreement, the security interest in such Collateral shall be automatically released; provided to the extent the ABL Security Documents are in effect on such date, the security interests in such Collateral shall be released under the ABL Security Documents concurrently with the release referred to in this clause (c). (d) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 7.15, the Administrative Agent shall execute and deliver to any GuarantorPledgor, at such GuarantorPledgor’s expense, all documents that such Guarantor Pledgor shall reasonably request to evidence such termination or releaserelease (including, without limitation, UCC termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Administrative Agent (or a designated bailee, in accordance with the ABL/Term Loan Intercreditor Agreement) and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Administrative Agent shall not be required to take any action under this Section 7.15(d) unless such Pledgor shall have delivered to the Administrative Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral and (ii) a certificate of a Responsible Officer of the Borrower or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and was consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 20 7.15 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder pledges made herein, the Security Interest and all other security interests granted hereby shall be automatically terminated terminate with respect to all Loan Obligations when all the outstanding Loan Obligations guaranteed by such Guarantor (other than contingent or unliquidated obligations or liabilities) have been paid in full (other than Letters of Credit that have expired, terminated, in cash or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full immediately available funds and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit AgreementTerm Loan Agreement (the “Discharge Date”). (b) [RESERVED]. (c) A Guarantor, including any Elective Guarantor, Grantor shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Term Loan Agreement as a result of which such Guarantor Grantor ceases to be a Subsidiary of the CompanyBorrower or otherwise ceases to be a Guarantor or a Grantor; provided that the Required Lenders shall have consented to such transaction (to the extent such consent is required by the Credit Term Loan Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the Credit Agreementotherwise. (cd) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Term Loan Agreement to any person that is not a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 10.08 of the Term Loan Agreement, the Security Interest in such Collateral shall be automatically released. (e) In connection with any termination or release pursuant to paragraphs paragraph (a), (c) or (b)d) of this Section 7.15, the Administrative Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, expense all documents that such Guarantor Grantor shall reasonably request to evidence such termination or releaserelease and will duly assign and transfer to such Grantor such of the Pledged Collateral so released that may be in the possession of the Administrative Agent that has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 20 7.15 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) Subject This Agreement and all security interests granted hereby shall terminate with respect to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor when (i) all the Loan Document Obligations (including all LC Disbursements, if any, but excluding contingent obligations as to which no claim has been made) have been paid in full full, (other than ii) all Commitments have terminated or expired and (iii) the LC Exposure has been reduced to zero (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05 of the Credit Agreement) and the Issuing Banks have no further obligations to issue or amend Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, This Agreement and all security interests granted hereby shall automatically terminate with respect to the Existing Notes Trustee and the Existing Notes Holders when all Existing Notes Obligations have been paid in full. (c) All security interests granted hereby shall also terminate and be released from its obligations (with respect to a Grantor or portion of such obligations an asset at the time or times and in the case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) manner set forth in accordance with Section 5.09(c) 9.14 of the Credit Agreement. (cd) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or other transfer to a Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.02 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (e) If at any time Pledged Equity Interests pledged under this Agreement no longer constitute Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and the security interests in such Collateral securing the Existing Notes Obligations shall be automatically released; provided that after such time the security interests in such Collateral securing the Credit Agreement Obligations shall automatically, and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under the Pledge and Guarantee Agreement. (f) In connection with any termination or release pursuant to paragraphs paragraph (a), (b), (c) or (b)d) of this Section 4.12, the Administrative Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 4.12 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder shall be automatically terminated when Security Interest and all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby shall terminate with respect to all First Lien Obligations when all the outstanding First Lien Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement, the L/C Obligations have been reduced to zero and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement and all other Permitted Debt Offering Obligations under the Permitted Debt Offering Agreements have been satisfied. (b) A Guarantor, including any Elective Guarantor, Grantor (other than the U.S. Borrower) shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement and each Permitted Debt Offering Agreement as a result of which such Guarantor Grantor ceases to be a Subsidiary of the CompanyVNUHF or is otherwise no longer required to be a Grantor hereunder; provided that the Required Lenders any necessary parties shall have consented to such transaction (to the extent required by the Credit Agreement or any Permitted Debt Offering Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the Credit Agreementotherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral (other than any transfer of Collateral to another Grantor) that is permitted under the Credit Agreement and each other Permitted Debt Offering Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement and under the equivalent provision of any Permitted Debt Offering Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraphs paragraph (a) or ), (b), (c), (e) or (f), the Administrative Collateral Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 6.13 shall be without recourse to or warranty by the Administrative Collateral Agent. (e) Solely with respect to any Permitted Debt Offering Obligations, a Grantor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall in each case be automatically released, in each case (i) solely with respect to Initial Permitted Debt Offering Obligations, upon the occurrence of any of the circumstances set forth in Section 8.11 of the Initial Permitted Debt Offering Agreement or (ii) with respect to any other Permitted Debt Offering Obligations, other than the Initial Permitted Debt Offering Obligations, upon the occurrence of any of the circumstances set forth under any applicable Permitted Debt Offering Agreement governing such Permitted Debt Offering Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Grantor. (f) If any Collateral shall become subject to the release provisions set forth in Section 2.04 of the Intercreditor Agreement, the lien created hereunder on such Collateral shall be automatically released to the extent (and only to the extent) provided therein.

Termination or Release. (a) Subject This Agreement, the pledges made herein, the Security Interest and all other security interests granted hereby, and all other Security Documents securing the Obligations, shall automatically terminate upon the Collateral Agent’s receipt of a notice from (i) the Trustee pursuant to Section 11.07 of the Indenture, stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the reinstatement provisions Collateral (as defined in the Indenture), and any rights it has under the Security Documents and (ii) each Authorized Representative with respect to the Other Pari Passu Obligations, stating that such Authorized Representative, on behalf of Section 5the holders of the applicable Other Pari Passu Obligations, disclaims and gives up any and all rights it has in or to the Collateral (as defined in the applicable indenture or agreement governing such Other Pari Passu Obligations) and any right it has under the Security Documents. In connection with such termination, the guarantee of a Guarantor hereunder Collateral Agent shall do or cause to be automatically terminated when done all Obligations guaranteed by acts reasonably necessary to release all such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner security interests as soon as is reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreementpracticable. (b) A Guarantor, including any Elective Guarantor, Subsidiary Guarantor shall automatically be released from its obligations (or portion hereunder and the security interests in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement Indenture as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the CompanyIssuer or otherwise ceases to be a Pledgor; provided that the Required Lenders requisite Holders shall have consented to such transaction (to the extent such consent is required by the Credit AgreementIndenture) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the Credit Agreementotherwise. (c) Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Indenture to any person that is not a Pledgor (including in connection with an Event of Loss), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to the Indenture, the security interest in such Collateral shall be automatically released. (d) In the case of a Pledgor making a Transfer that is permitted by clause (y) of the last paragraph of Article V of the Indenture and such permitted Transfer is to a Restricted Subsidiary that is not a Pledgor, the security interest in the Collateral of such Pledgor shall be automatically released. (e) If any of the Collateral shall become subject to the release provisions set forth in Section 5.1 of the Intercreditor Agreement and/or Section 11.04 of the Indenture or the equivalent provision of each Additional Secured Debt Document, such Collateral shall be automatically released from the security interest in such Collateral to the extent provided therein. (f) In connection with any termination or release pursuant to paragraphs paragraph (a) or ), (b), (c), (d) or (e) of this Section 6.15, the Administrative Collateral Agent shall execute and deliver to any GuarantorPledgor, at such Guarantor’s expensePledgor’s, expense all documents that such Guarantor Pledgor shall reasonably request to evidence such termination or releaserelease (including UCC termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 20 6.15 shall be without recourse to or warranty by the Administrative Collateral Agent. For the avoidance of doubt, no Lien on any asset or property of a Pledgor created hereunder to secure the Obligations shall be released hereunder unless the release of such Lien is permitted by and pursuant to this Section 6.15.

Termination or Release. (a) Subject This Agreement and the Guaranties made herein shall terminate with respect to all of the reinstatement provisions of Section 5Guarantors, and the guarantee of a Guarantor hereunder Guarantors shall automatically be automatically terminated released from their obligations hereunder, when all Obligations guaranteed by such Guarantor (i) the Commitments have been paid terminated in full full, (ii) all the outstanding Obligations (other than Letters of Credit that have expired(x) obligations under Secured Hedge Agreements not yet due and payable, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank(y) Cash Management Obligations not yet due and the Lenders have no further commitment under the Credit Agreement to lend to, or accept payable and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations (z) contingent indemnification obligations not yet accrued and payable) have been paid in full and (iii) no Letter of Credit remains outstanding (unless the Lenders have no further commitment Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or a backstop letter of credit reasonably satisfactory to lend or accept and purchase Bthe applicable L/As under the Credit AgreementC Issuer is in place). (b) A Guarantor, including any Elective Guarantor, Guarantor shall automatically be released from its obligations (or portion of such obligations hereunder as provided in the case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) 9.11 of the Credit Agreement. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b)) of this Section 4.11, the Administrative Agent shall promptly execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release, in each case in accordance with the terms of Section 9.11 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 20 4.11 shall be without recourse to or warranty by the Administrative Agent. (d) The Administrative Agent shall have no liability whatsoever to any Guarantor as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.11. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank, by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the Obligations of any Loan Party or any Restricted Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be guaranteed pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so guaranteed and (ii) any release of a Guarantor effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee Guarantees, the Security Interest, the pledge of a Guarantor hereunder the Pledged Collateral and all other security interests granted hereby shall be automatically terminated terminate when all the Loan Document Obligations guaranteed by such Guarantor (other than (i) wholly contingent indemnification obligations or (ii) compensation obligations with respect to increased costs or reductions in amounts received or receivable or reductions in return on capital pursuant to Section 2.14(d) of the Credit Agreement) then due and owing have been paid in full (other than Letters of Credit that have expired, terminated, or are in cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept under the Credit Agreement, the Aggregate L/C Exposure has been reduced to zero and purchase B/As the Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Subsidiary Guarantor shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the CompanyBorrower; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement to any person that is not the Borrower or a Guarantor, or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 9.08 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released. (cd) All Collateral owned by Tahoe Joe’s (to the extent applicable), as the case may be, held under this Agreement shall be released from the Liens created thereunder, in each case without representation, warranty or recourse of any nature in accordance with the provisions of (and subject to the satisfaction of the conditions precedent specified in) Section 9.17 of the Credit Agreement. Upon the release of Collateral owned by Tahoe Joe’s pursuant to the immediately preceding sentence, Tahoe Joe’s shall automatically be released from its guarantee hereunder and cease to be a Subsidiary Guarantor. (e) In connection with any termination or release pursuant to paragraphs paragraph (a) or ), (b), (c) or (d) the Administrative Collateral Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 7.15 shall be without recourse to or representation or warranty by the Administrative AgentCollateral Agent or any Secured Party. Without limiting the provisions of Section 7.06, the Borrower shall reimburse the Collateral Agent upon demand for all costs and expenses, including the fees, charges and disbursements of counsel, incurred by it in connection with any action contemplated by this Section 7.15.

Termination or Release. (a) Subject to Section 2.04, this Agreement and the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder Guarantees made herein shall be automatically terminated terminate with respect to all Guaranteed Obligations when all the outstanding Guaranteed Obligations guaranteed by such Guarantor have been paid in full (other than Letters Guaranteed Obligations in respect of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable Secured Hedge Agreements and Cash Management Obligations not yet due and payable (to the applicable Issuing Bankextent permitted by the terms thereof) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept contingent indemnification obligations not yet accrued and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations payable) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (other than L/C Obligations that have been fully cash collateralized or accept supported by a backstop letter of credit in each case in an amount and purchase Bon terms reasonably satisfactory to the Administrative Agent and the L/As C Issuer) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion of such obligations in the case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the Credit AgreementCompany or becomes an Excluded Subsidiary. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b), the Administrative Agent shall promptly execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 4.13 shall be without recourse to or warranty by the Administrative Agent. (d) At any time that each Borrower desires that the Administrative Agent take any of the actions described in the immediately preceding clause (c), it shall, upon request of the Administrative Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Subsidiary Party is permitted pursuant to paragraph (a) or (b). The Administrative Agent shall have no liability whatsoever to any Secured Party as the result of any release of any Subsidiary Party by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.13. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrowers or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be guaranteed pursuant to this Agreement only to the extent that, and for so long as, the other Guaranteed Obligations are so guaranteed and (ii) any release of a Guarantor effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank. (f) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, without the consent of the Required Lenders, no Subsidiary Party shall be released from its obligations hereunder if such Subsidiary Party ceases to be a Wholly Owned Subsidiary solely by virtue of a disposition or issuance of Equity Interests, unless such disposition or issuance is a good faith disposition or issuance to a bona-fide unaffiliated third party whose primary purpose is not the release of the Guarantee and obligations of such Subsidiary Party hereunder.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder shall be automatically terminated when pledges made herein, the Security Interest and all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby shall terminate when all the Obligations (other than contingent indemnity or expense reimbursement obligations in respect of which no claim has been made) have been paid defeased in full accordance with its terms and any other requirements set forth in the Lenders have no further commitment to lend or accept and purchase B/As under the Credit AgreementNote Documents then effective are satisfied. (b) The Liens securing the Note Obligations will be released in whole or in part, as provided in Section 11.04 of the Indenture. (c) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the security interests in the Collateral of such obligations in the case of clause (y), Subsidiary Party shall be automatically released if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases Subsidiary Party is released from its guarantee pursuant to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c12.02(b) of the Credit AgreementIndenture. (cd) Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Note Documents, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to the Note Documents, the security interest in such Collateral shall be automatically released. (e) In connection with any termination or release pursuant to paragraphs paragraph (a) or ), (b), (c) or (d) of this Section 7.15, the Administrative Collateral Agent shall execute and deliver to any GuarantorPledgor, at such GuarantorPledgor’s expense, all documents that such Guarantor Pledgor shall reasonably request to evidence such termination or releaserelease and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided, that the Collateral Agent shall not be required to take any action under this Section 7.15(e) unless such Pledgor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, an Officers’ Certificate of the Company or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Note Documents and was consummated in compliance with the Note Documents. Any execution and delivery of documents pursuant to this Section 20 7.15 shall be without recourse to or warranty by the Administrative Collateral Agent. In connection with any termination or release pursuant to paragraph (a), (b), (c) or (d) above, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder shall be automatically terminated when Guarantees made herein, the Security Interest and all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby shall terminate in their entirety when all the Obligations (other than Contingent Obligations) have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement, the Issuing Banks have no further obligation to issue Letters of Credit, the LC Exposure has been reduced to zero or, with the consent of each affected Issuing Bank, cash collateralized pursuant to arrangements satisfactory to such Issuing Bank (which arrangements result in the release of the Lenders from their obligation to make payments in respect of LC Disbursements). (b) A Guarantor, including any Elective Guarantor, Subsidiary Loan Party shall automatically be released from its obligations hereunder and any security interest granted by such Subsidiary Loan Party (or portion in the Equity Interests of such obligations in the case of clause (y), if applicableSubsidiary Loan Party) hereunder (x) shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Loan Party ceases to be a Subsidiary of the CompanyBorrower; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or other transfer by any Loan Party of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 9.02 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 7.12, the Administrative Collateral Agent shall promptly execute and deliver to any GuarantorLoan Party, at such GuarantorLoan Party’s expense, all documents that such Guarantor Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 7.12 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) Subject This Agreement and the Guaranties made herein shall terminate with respect to all Finance Obligations (other than contingent indemnification obligations not yet accrued and payable) when (i) the reinstatement provisions Tranche 1 Revolving Credit Commitments and Tranche 2 Revolving Credit Commitments have expired or been terminated, (ii) the principal of Section 5, and interest on each Loan (including Swing Line Loans) and all fees and other Finance Obligations (other than contingent indemnity obligations and the guarantee of a Guarantor hereunder Other Liabilities) shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full full, (other than iii) all Letters of Credit that shall have expired, terminated, expired or are cash collateralized terminated (or otherwise been Cash Collateralized or backstopped in a manner an amount equal to 101.5% of the outstanding Letters of Credit or in respect of which other arrangements reasonably acceptable satisfactory to the applicable Issuing BankAdministrative Agent and L/C Issuers have been made) and (iv) all outstanding Letters of Credit have been reduced to zero (or Cash Collateralized or backstopped in an amount equal to 101.5% of the Lenders have no further commitment under the outstanding Letters of Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject in respect of which other arrangements reasonably satisfactory to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations Administrative Agent and L/C Issuers have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreementmade). (b) A Guarantor, including any Elective Guarantor, Guarantor shall automatically be released from its obligations (or portion of such obligations in the case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction or designation permitted by the Credit Agreement as a result of which such Guarantor (i) ceases to be a Restricted Subsidiary of the Companya Borrower or is designated as an Unrestricted Subsidiary or (ii) becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the Credit Agreementotherwise. (c) In connection with any termination or release pursuant to paragraphs (a) or (b), the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 4.13 shall be without recourse to or warranty by the Administrative Agent. (d) A Guarantor (other than Holdings and any Intermediate Holding Company) shall automatically be released from its obligations hereunder if such Guarantor ceases to be a Material Domestic Subsidiary pursuant to the terms of the Credit Agreement.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) This Agreement and the Lenders have no further commitment under the Credit Agreement security interests with respect to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement a Pledgor granted hereby (i) shall terminate when all the Obligations of such Pledgor have been indefeasibly paid in full and full, the Lenders have no further commitment to lend or accept and purchase B/As under the Credit AgreementAgreement or to issue or participate in Letters of Credit and the LC Exposure has been reduced to zero (at which time the Collateral Agent shall execute and deliver to each Pledgor, at such Pledgor's expense, all UCC termination statements and similar documents which such Pledgor shall reasonably request to evidence such termination) and (ii) shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment in respect of any Obligation is rescinded or must otherwise be restored by any Secured Party upon any bankruptcy or reorganization of any Pledgor or otherwise. Any execution and delivery of termination statements or documents pursuant to this Section 12(a) shall be without recourse to or warranty by the Collateral Agent. (b) A GuarantorUpon any sale or other transfer by any Pledgor of any Securities Collateral that is permitted under each Loan Document to any Person that is not a Pledgor, including or upon the effectiveness of any Elective Guarantorwritten consent to the release of the security interest granted hereby in any Securities Collateral pursuant to Section 9.08 of the Credit Agreement, the security interest in such Securities Collateral shall be automatically released. If the capital stock of a Pledgor is sold, transferred or otherwise disposed of to a Person that is not an Affiliate of either Borrower so that such Pledgor is no longer a Subsidiary of CCI Texas Holdings, CCI Illinois Holdings, or either Borrower pursuant to a transaction permitted by Section 6.05 of the Credit Agreement and in accordance with the terms of each other Loan Document, such Pledgor shall be released from its obligations (or portion of such obligations in the case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit under this Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the Credit Agreementwithout further action. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b), the Administrative Collateral Agent shall execute and deliver to any GuarantorPledgor, at such Guarantor’s Pledgor's expense, all documents that such Guarantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 12 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder shall be automatically terminated when Guarantees made herein, the Security Interest and all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby shall terminate in their entirety when all the Obligations (other than Contingent Obligations) have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement, the Issuing Banks have no further obligation to issue Letters of Credit, the LC Exposure has been reduced to zero or, with the consent of each affected Issuing Bank, cash collateralized pursuant to arrangements satisfactory to such Issuing Bank (which arrangements result in the release of the Lenders from their obligation to make payments in respect of LC Disbursements). (b) A Guarantor, including any Elective Guarantor, Subsidiary Loan Party shall automatically be released from its obligations hereunder and any security interest granted by such Subsidiary Loan Party (or portion in the Equity Interests of such obligations in the case of clause (y), if applicableSubsidiary Loan Party) hereunder (x) shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Loan Party ceases to be a Subsidiary of the CompanyBorrower; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or other transfer by any Loan Party of any Collateral that is permitted under the Credit Agreement (other than to a Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 9.02 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 7.12, the Administrative Collateral Agent shall promptly execute and deliver to any GuarantorLoan Party, at such GuarantorLoan Party’s expense, all documents that such Guarantor Loan Party shall reasonably request to evidence such termination or releaserelease subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents and as to such other matters as the Collateral Agent may reasonably request. Any execution and delivery of documents pursuant to this Section 20 7.12 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) a. This Agreement and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby shall terminate when all of the Obligations have Loan Obligation has been paid in full and the Lenders have CGMI has no further commitment hereunder to lend make any Advances. Upon any sale or accept and purchase B/As under other transfer by the Credit Agreement. (b) A GuarantorClient or CGMI of Collateral that is expressly permitted hereunder, including any Elective Guarantoror, shall automatically be released from its obligations (or portion of such obligations in the case of clause (y), if applicable) hereunder (x) upon the consummation effectiveness of any transaction permitted written consent by CGMI to the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary release of the Company; provided that security interest granted hereby in any Collateral, the Required Lenders security interest in such Collateral shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the Credit Agreement. (c) be automatically released. In connection with any the termination or release of this Agreement pursuant to paragraphs (a) or (b)this Section, the Administrative Agent shall CGMI shall, upon request by Client, promptly execute and deliver to any Guarantorthe Client, at such Guarantorthe Client’s expense, all Uniform Commercial Code termination statements and similar documents that such Guarantor the Client shall reasonably request to evidence such termination or release. b. Subject to the terms and conditions set forth in this Section, Client shall have the option (the “Option”), exercisable at any time on or prior to the Advance Termination Date by written notice to CGMI (the “Option Notice”), to sell to CGMI, and CGMI shall upon receipt of the Option Notice, be required to purchase, all, but not less than all, of the Collateral at a purchase price (the “Purchase Price”) equal to the lesser of (x) 75% of the face amount of the Collateral and (y) the current Loan Maximum (as the Loan Maximum may have been reduced pursuant to Section 2(f)). Any execution The Purchase Price shall be paid in the following manner: first, by applying the Purchase Price to payment of the full amount of the then outstanding Loan Obligation, and then any remaining balance of the Purchase Price, in cash to Client. The Option Notice shall state the date (the “Exercise Date”) upon which the exercise of the Option is to be consummated, which shall not be prior to one Business Day after the date of delivery of documents pursuant the Option Notice to this Section 20 CGMI nor after the Advance Termination Date. Client shall be entitled to exercise the Option only if (i) all interest accrued through the Exercise Date of the Option but unpaid (including the amount of any interest that has been added to principal as provided herein) has been paid in full as of the Exercise Date (ii) there exists no default described in Section 9(a)(iv), and (iii) all of the Collateral is free and clear of, and unencumbered by, any Lien (other than the Lien granted to CGMI hereunder and Statutory Tax Liens). Upon such payment of the Purchase Price, title to and ownership of all of the Collateral shall automatically and without recourse any further action required, transfer from Client to CGMI, and this Agreement shall be terminated, provided, that in the event there does exist any other Lien on the Collateral, or warranty in any applicable proceeding or for any reason the exercise of the Option is invalidated, unwound or reversed, this Agreement and the Loan Obligation shall be reinstated as if the Option had never been exercised and Client shall return to CGMI any cash proceeds of the exercise of the Option. c. At any time prior to the making of the first Advance hereunder, Client may by the Administrative Agentnotice to CGMI terminate this Agreement and all obligations of CGMI to make Advances hereunder, upon which this Agreement shall be terminated in accordance with Section 22(a) above. d. Client acknowledges and agrees that concurrently with Client’s entry into this Agreement that certain Loan Agreement dated as of May 6, 2008 made by and between Client and Citigroup Global Markets Holdings Inc. has terminated and is of no further force and effect.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate released when all the outstanding Secured Obligations under the Loan Documents (in each case, other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or accept other credit support satisfactory to the L/C Issuers thereof in each of their sole discretion has been provided) and purchase Bthe L/As C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary of the CompanyParent Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or transfer to another Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 6.13, the Administrative Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 20 6.13 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) Subject to any applicable terms of the reinstatement provisions of Section 5First Lien Intercreditor Agreement, this Agreement, the guarantee of a Guarantor hereunder shall be automatically terminated when Security Interest and all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby shall terminate when all the Revolving Loan Document Obligations and the Term Loan Document Obligations have been indefeasibly paid in full and the Revolving Lenders have no further commitment to lend or accept and purchase B/As under the Revolving Credit Agreement, the LC Exposure has been reduced to zero, the Issuing Bank has no further obligations to issue Letters of Credit under the Revolving Credit Agreement and there are no Letters of Credit outstanding (and there are no unreimbursed disbursements in respect of Letters of Credit). (b) A GuarantorSubject to any applicable terms of the First Lien Intercreditor Agreement, including any Elective Guarantor, a Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the both Credit Agreement Agreements as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary of the CompanyBorrower; provided that the Revolving Required Lenders and the Term Loan Required Lenders shall have consented to such transaction (if and only to the extent required by the relevant Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the Credit Agreementotherwise. (c) Subject to any applicable terms of the First Lien Intercreditor Agreement, upon any sale or other transfer by any Grantor of any Collateral that is permitted under both Credit Agreements to a transferee that is not a Grantor, or if and to the extent required pursuant to Section 9.02 of the Revolving Credit Agreement or Article IX of the Term Loan Agreement, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral, the security interest in such Collateral shall be automatically released. For the avoidance of doubt, for purposes of this Section 7.13(c), the term “Collateral” shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations. (d) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (bc), the Administrative Collateral Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 7.13 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder Security Interest and all other security interests granted hereby shall be automatically terminated when terminate with respect to all Obligations guaranteed by such Guarantor have been paid upon termination of the Commitments and payment in full of all Obligations (other than (i) indemnities and contingent obligations with respect to which no claim for reimbursement has been made in writing, (ii) Swap Agreements, and (iii) Banking Services, other than Letters of Credit that have expired, terminated, or are been cash collateralized pursuant to arrangements mutually agreed between the applicable Issuing Bank and the Company or otherwise backstopped in a manner reasonably acceptable with respect to which other arrangements have been made that are satisfactory to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement). (b) A Guarantor, including any Elective Guarantor, Grantor (other than the Company) shall automatically be released from its obligations (or portion of such obligations hereunder in the case of clause (y)accordance with, if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (and to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with provided by, Section 5.09(c) 9.14 of the Credit Agreement. (c) The security interest granted hereunder by any Grantor in any Collateral shall be automatically released and the license granted in Section 4.03 shall be automatically terminated with respect to such Collateral (i) at the time the property subject to such security interest is transferred or to be transferred as part of or in connection with any transfer not prohibited by the Credit Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by such Grantor upon its reasonable request without further inquiry) to any person other than a Grantor, (ii) subject to Section 9.02 of the Credit Agreement, if the release of such security interest is approved, authorized or ratified in writing by the Required Lenders or (iii) upon release of such Grantor from its obligations hereunder pursuant to Section 5.12(b) above. (d) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 5.12, the Administrative Collateral Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents and take all such further actions that such Guarantor Grantor shall reasonably request to evidence such termination or release, in each case in accordance with the terms of Article VIII and Section 9.14 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 20 5.12 shall be without recourse to or warranty by the Administrative Collateral Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Secured Party by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the obligations of the Company or any of its Subsidiaries under any Loan Document shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Secured Party.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when (i) the Revolving Credit Commitments have expired or been terminated, (ii) the principal of a Guarantor hereunder and interest on each Revolving Credit Loan (including Swing Line Loans) and all fees and other Secured Obligations (other than (x) obligations under Secured Hedge Agreements, (y) Cash Management Obligations and (z) contingent indemnity obligations) shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full full, (other than iii) all Letters of Credit that shall have expired, terminated, expired or are terminated (or been cash collateralized or otherwise backstopped in a manner an amount equal to 101.5% of the L/C Obligations or in respect of which other arrangements reasonably acceptable satisfactory to the applicable Issuing BankAdministrative Agent and L/C Issuers have been made) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B(iv) all L/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the C Obligations have been paid reduced to zero (or been cash collateralized or backstopped in full an amount equal to 101.5% of the L/C Obligations or in respect of which other arrangements reasonably satisfactory to the Administrative Agent and L/C Issuers have been made); provided that in connection with the Lenders have no further commitment termination of this Agreement, the Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to lend protect the Secured Parties against loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or accept and purchase B/As under the Credit Agreementrevoked. (b) A Guarantor, including any Elective Guarantor, Grantor which is a Restricted Subsidiary shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Grantor ceases to be a Restricted Subsidiary of the Companya Borrower or a Material Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 9.10 or 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a) or ), (b), or (c), the Administrative Collateral Agent shall promptly (after reasonable advance notice) execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 8.13 shall be without recourse to or warranty by the Administrative Collateral Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in immediately preceding clause (d), it shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a), (b) or (c). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Agreement.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically terminated when released upon termination of the Aggregate Commitments and payment in full of all Obligations guaranteed by such Guarantor have been paid in full (other than (i) obligations under Secured Cash Management Agreements or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have expiredbeen Cash Collateralized or, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable if satisfactory to the applicable relevant Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend toBank in its reasonable discretion, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions for which a backstop letter of Section 5, this Agreement shall terminate when all the Obligations have been paid credit is in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreementplace). (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary of the CompanyBorrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (if and to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or transfer to another Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 6.12, the Administrative Collateral Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 20 6.12 shall be without recourse to or warranty by the Administrative Collateral Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank and each Cash Management Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the Security Interests granted under this Agreement of the Obligations of any Grantor and its Subsidiaries under any Secured Hedge Agreement and any Secured Cash Management Agreements shall be automatically released upon termination of the Commitments and payment in full of all other Obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or, if satisfactory to the relevant Issuing Bank in its reasonable discretion, for which a backstop letter of credit is in place), in each case, unless the Obligations under the Secured Hedge Agreement or the Secured Cash Management Agreements are due and payable at such time (it being understood and agreed that this Agreement and Security Interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full) and (ii) any release of Collateral or of a Grantor, as the case may be, effective in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or any Cash Management Bank that is not a Lender.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder shall be automatically terminated when Security Interest and all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby shall terminate when all the outstanding Secured Obligations (other than Secured Obligations in respect of Secured Hedge Agreements and Cash Management Obligations not yet due and payable (to the extent permitted by the terms thereof) and contingent indemnification obligations not yet accrued and payable) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (except if such Letter of Credit is fully cash collateralized or accept supported by a backstop letter of credit in each case in an amount and purchase Bon terms reasonably satisfactory to the Administrative Agent and the L/As C Issuer) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary of the Company; provided . (c) Upon any sale or other transfer by any Grantor of any Collateral that the Required Lenders shall have consented to such transaction (to the extent required by is permitted under the Credit Agreement) and , or upon the terms effectiveness of such any written consent did not provide otherwise and (y) to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (bc), the Administrative Collateral Agent shall promptly execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all 193389732_2 documents (including relevant certificates, securities and other instruments) that such Guarantor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 7.13 shall be without recourse to or warranty by the Administrative Collateral Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in the immediately preceding paragraph (d), it shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a), (b) or (c). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Section 7.13. (f) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrowers or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Secured Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank. (g) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, without the consent of the Required Lenders, no Subsidiary Party shall be released from its obligations hereunder if such Subsidiary Party ceases to be a Wholly Owned Subsidiary solely by virtue of a disposition or issuance of Equity Interests, unless such disposition or issuance is a good faith disposition or issuance to a bona-fide unaffiliated third party whose primary purpose is not the release of the Guarantee and obligations of such Subsidiary Party hereunder.

Termination or Release. (a). (a) Subject This Agreement, the pledges and guarantees made herein, the Liens in the Collateral created hereby and all other security interests granted hereby, shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the reinstatement provisions Collateral shall revert to Holdings, as of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated date when all Obligations guaranteed the Holdco Guaranteed Obligations, with respect to the guaranty by such Guarantor Holdings, and the date when all the Holdco Guaranteed Secured Obligations, with respect to the pledge, liens and all other obligations (in each case other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds; provided that, upon payment in full of the Holdco Guaranteed Obligations, the Agent may assume that no Holdco Guaranteed Obligations are outstanding unless otherwise advised in writing by the Borrower. (i) Upon any sale or other than Letters transfer by Holdings of any Collateral that is not prohibited by this Agreement, or (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral by the Agent, with the consent of Credit that have expiredAgreement Holdco Secured Parties holding a majority in aggregate principal amount of the Holdco Guaranteed Loans, terminatedand, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to after the applicable Issuing Bank) and the Lenders have no further commitment under termination of the Credit Agreement to lend to, or accept and purchase B/As issued bythe Holdco Intercreditor Agreement, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, shall automatically be released from its obligations (or portion of such obligations in the case of clause (y), if applicable) hereunder (x) upon the consummation equivalent provision of any transaction permitted applicable Other Holdco Guaranteed Agreement, the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the Credit Agreementany party. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b)) of this Paragraph 27, the Administrative Agent shall execute and deliver to any GuarantorHoldings, at such Guarantor’s Holdings’ expense, all documents that such Guarantor Holdings shall reasonably request to evidence such termination or releaserelease (including, without limitation, UCC termination statements), and will duly assign and transfer to Holdings, such of the Pledged Equity that may be in the possession of the Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 20 Paragraph 27 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder shall be automatically terminated when guarantees made herein, the pledges made herein, the Security Interest and all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby shall terminate when all the Obligations (other than Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations, in each case, that are not yet due and payable and for which no claim has been asserted) have been paid in full in cash or immediately available funds and the Lenders have no further commitment to lend or accept and purchase B/As otherwise extend credit under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Subsidiary Loan Party shall automatically be released from its obligations (or portion hereunder and the security interests in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement Subsidiary Loan Party shall be automatically released as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (and to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) set forth in accordance with Section 5.09(c) 9.18 of the Credit Agreement. (c) Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Credit Agreement to any person that is not a Pledgor or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 7.15, the Administrative Agent shall execute and deliver to any GuarantorPledgor, at such GuarantorPledgor’s expense, all documents that such Guarantor Pledgor shall reasonably request to evidence such termination or releaserelease (including UCC termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Administrative Agent shall not be required to take any action under this Section 7.15(d) unless such Pledgor shall have delivered to the Administrative Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral and (ii) a certificate of a Responsible Officer of the Borrower or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and was consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 20 7.15 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor pledge hereunder shall be automatically terminated when and all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) security interests granted hereby and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement pledge hereunder shall terminate when all the Foreign Obligations constituting Foreign Loan Document Obligations have been indefeasibly paid in full and in cash, the Revolving Credit Lenders have no further commitment to lend or accept and purchase B/As to any Foreign Subsidiary Borrower under the Credit AgreementAgreement and the Revolving L/C Exposure has been reduced to zero. (b) A Guarantor, including any Elective Guarantor, Pledgor shall automatically be released from its obligations (or portion hereunder and the security interests in the Pledged Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Pledgor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Pledgor ceases to be a Subsidiary subsidiary of the CompanyHoldings; provided that the Required Lenders shall have consented to such transaction (to the extent such consent is required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or other transfer by any Pledgor of any Pledged Collateral that is permitted under the Credit Agreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Pledged Collateral pursuant to Section 5.09(c9.08 of the Credit Agreement, the security interest in such Pledged Collateral shall be automatically released. (d) Upon the commencement of any Collateral Release Period, pursuant to Section 5.14(a) of the Credit Agreement, the security interest granted hereby in the Collateral shall be automatically released; provided that upon the termination of such Collateral Release Period, the security interest granted hereby in the Collateral shall, without any further action on the part of the Collateral Agent or any other Secured Party or any Loan Party, be reinstated. (ce) In connection with any termination or release pursuant to paragraphs paragraph (a) or ), (b), (c) or (d) of this Section 4.15, the Administrative Collateral Agent shall execute and deliver to any GuarantorPledgor, at such GuarantorPledgor’s expense, all documents that such Guarantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 4.15 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder Security Interest and all other security interests granted hereby shall be automatically terminated when terminate with respect to all Obligations guaranteed by such Guarantor have been paid upon termination of the Commitments and payment in full of all Obligations (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped indemnities and contingent obligations with respect to which no claim for reimbursement has been made in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreementwriting). (b) A Guarantor, including any Elective Guarantor, Grantor (other than the Borrower) shall automatically be released from its obligations (or portion of such obligations hereunder in the case of clause (y)accordance with, if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (and to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with provided by, Section 5.09(c) 9.16 of the Credit Agreement. (c) The security interest granted hereunder by any Grantor in any Collateral shall be automatically released and the license granted in Section 4.03 shall be automatically terminated with respect to such Collateral (i) at the time the property subject to such security interest is transferred or to be transferred as part of or in connection with any transfer not prohibited by the Credit Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by such Grantor upon its reasonable request without further inquiry) to any person other than a Grantor, (ii) subject to Section 9.02 of the Credit Agreement, if the release of such security interest is approved, authorized or ratified in writing by the Required Lenders or (iii) upon release of such Grantor from its obligations hereunder pursuant to Section 5.12(b) above. (d) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 5.12, the Administrative Collateral Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents and take all such further actions that such Guarantor Grantor shall reasonably request to evidence such termination or release, in each case in accordance with the terms of Article VIII and Section 9.16 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 20 5.12 shall be without recourse to or warranty by the Administrative Collateral Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Secured Party by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the obligations of the Company or any of its Subsidiaries under any Loan Document shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Secured Party.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder Security Interest and all other security interests granted hereby shall be automatically terminated terminate when all the outstanding Obligations guaranteed by such Guarantor have been indefeasibly paid in full (other than Letters of Credit that have expired(x) obligations under Secured Hedge Agreements not yet due and payable, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank(y) Cash Management Obligations not yet due and the Lenders have no further commitment under the Credit Agreement to lend to, or accept payable and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full (z) contingent indemnification obligations not yet accrued and payable) and the Lenders have no further commitment to lend or accept under the Credit Agreement, the L/C Obligations have been reduced to zero (unless the L/C Obligations shall have been collateralized on terms and purchase Bconditions reasonably satisfactory to the relevant L/As C Issuer following the termination of the Commitments) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary or is designated as an Unrestricted Subsidiary of the CompanyBorrower; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or other transfer by any Grantor of any Collateral (other than any transfer to another Grantor) that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (bc), the Administrative Collateral Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 5.13 shall be without recourse to or warranty by the Administrative Collateral Agent. (e) Notwithstanding anything to contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the Security Interests granted under this Agreement of the Obligations of the Borrower or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be automatically released upon termination of the Commitments and payment in full of all other Obligations, in each case, unless the Obligations under the Secured Hedge Agreement or the Cash Management Obligations are due and payable at such time (it being understood and agreed that this Agreement and the Security Interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full) and (ii) any release of Collateral or of a Grantor, as the case may be, effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee Security Interest and all other security interests granted hereby shall terminate automatically when the Commitments shall have expired or been terminated, the principal of a Guarantor hereunder and interest on each Loan and all fees, expenses and other amounts (other than (i) contingent amounts not yet due or for which no claim has been made and (ii) Secured Cash Management Obligations and Secured Swap Obligations) payable under any Loan Document shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full (other than and all Letters of Credit that shall have expired, terminated, expired or are been terminated (unless such Letters of Credit have been cash collateralized or otherwise backstopped in a manner accordance with the terms hereof or otherwise in amounts, by institutions and otherwise pursuant to arrangements, in each case reasonably satisfactory to the applicable Issuing Bank or deemed issued under another agreement reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement all LC Disbursements shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreementfully reimbursed. (b) A Guarantor, including any Elective Guarantor, The Security Interest and all other security interests granted hereby shall also automatically terminate and be released from its obligations (at the time or portion of such obligations times and in the case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) manner set forth in accordance with Section 5.09(c) 9.14 of the Credit Agreement. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b)) of this Section 5.13, the Administrative Collateral Agent shall (i) execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or releaserelease and (ii) return any Collateral, which is the subject of such release and in the possession of the Collateral Agent, in each case, so long as the applicable Grantor shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with this Section 5.13. Any execution and delivery of documents by the Collateral Agent pursuant to this Section 20 5.13 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (ai) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee pledges made herein, the Security Interest and all other security interests granted hereby, and all other Security Documents securing the Obligations (including without limitation foreign security documents), shall automatically terminate as of a Guarantor hereunder shall be automatically terminated the date when all Obligations guaranteed by such Guarantor (other than contingent or unliquidated obligations or liabilities) have been paid in full in cash or immediately available funds. (ii) This Agreement, the pledges made herein, the Security Interest and all other than Letters security interests granted hereby, and all other Security Documents securing the Obligations (including without limitation foreign security documents), shall automatically terminate as of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped the date when the Holders of at least two thirds in a manner reasonably acceptable aggregate principal amount of all Notes issued under the Indenture consent to the applicable Issuing Bank) termination of this Agreement, such termination to include, without limitation, the termination of the pledge of the Pledged Collateral and the Lenders have no further commitment under Security Interest (including the Credit Agreement Security Interest relating to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to Subsidiary Guarantee but not the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit AgreementGuarantee itself). (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the security interests in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement Indenture as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary of the CompanyParent or otherwise ceases to be a Pledgor; provided that the Required Lenders requisite Holders shall have consented to such transaction (to the extent such consent is required by the Credit AgreementIndenture) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the Credit Agreementotherwise. (c) Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Indenture to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to the Indenture, the security interest in such Collateral shall be automatically released. (d) In the case of a Pledgor making a Permitted Transfer that is permitted by clause (y) of the last paragraph of Article 5 of the Indenture and such Permitted Transfer is to a Restricted Subsidiary that is not a Pledgor, the security interest in the Collateral of such Pledgor shall be automatically released. (e) If any of the Collateral shall become subject to the release provisions set forth in Section 5.1 of the Intercreditor Agreement, such Collateral shall be automatically released from the security interest in such Collateral to the extent provided therein. (f) In connection with any termination or release pursuant to paragraphs paragraph (a) or ), (b), (c), (d) or (e) of this Section 7.15, the Administrative Collateral Agent shall execute and deliver to any GuarantorPledgor, at such GuarantorPledgor’s expense, expense all documents that such Guarantor Pledgor shall reasonably request to evidence such termination or releaserelease (including UCC termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 20 7.15 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder Security Interest and all other security interests granted hereby shall terminate with respect to all Obligations and any Liens arising therefrom shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate released when all the outstanding Obligations (in each case other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) have been paid in full and the Lenders have no further commitment to lend or accept under the Credit Agreement, the Outstanding Amount of L/C Obligations has been reduced to zero and purchase Bthe L/As C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (ba) A Guarantor, including any Elective Guarantor, Grantor (other than Holdings and the Parent Borrower) shall automatically be released from its obligations (or portion hereunder as provided in Section 9.11 of such obligations in the case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the CompanyAgreement; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yb) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement to any Person that is not the Parent Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 9.11 of the Credit Agreement, the security interest of such Grantor in such Collateral shall be automatically released. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b)) of this Section 6.12, the Administrative Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release, in each case in accordance with the terms of Section 9.11 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 20 6.12 shall be without recourse to or representation or warranty by the Administrative AgentAgent or any Secured Party. (d) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the obligations of the Parent Borrower or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder shall be automatically terminated when Guarantees made herein, the Security Interest and all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby shall terminate when all the Loan Document Obligations then due and owing have been indefeasibly paid in full (except for contingent indemnities and cost and reimbursement obligations to the extent no claim has been made) and the Lenders have no further commitment to lend or accept under the Credit Agreement, the LC Exposure has been reduced to zero and purchase B/As the Issuing Banks have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary of the Company; Subsidiary, provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement to any Person that is not a Grantor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 9.02 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (bc), the Administrative Collateral Agent shall return, execute and deliver to any GuarantorGrantor, at such Guarantor’s Grantor's expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release. Any return, execution and delivery of documents pursuant to this Section 20 7.13 shall be without recourse to or warranty by the Administrative AgentCollateral Agent or any other Secured Party.

Termination or Release. (a) Subject to All pledges, security interests and Liens created hereunder and under the reinstatement provisions of Section 5, the guarantee of a Guarantor Other Security Documents and all Guarantees made hereunder shall be automatically terminated released when (i) the principal of all Loans, all accrued interest and fees and all other Obligations guaranteed by such Guarantor (for the avoidance of doubt, excluding the Miscellaneous Obligations) due and owing under the Credit Agreement have been paid in full full, (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bankii) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement., (iii) the LC Exposures under the Credit Agreement have been reduced to zero and (iv) the Issuing Banks under the Credit Agreement have no further obligation to issue Letters of Credit. [[5336199v.2]] (b) A Guarantor, including any Elective Guarantor, Subsidiary shall automatically be released from its obligations (as a Grantor or portion Guarantor hereunder and under each Other Security Document, and all pledges hereunder, or under any Other Security Document, of and security interests created hereunder, or under any Other Security Document, in the Collateral of such obligations in the case of clause (y)Subsidiary shall be automatically released, if applicable) hereunder (x) upon the consummation of any transaction permitted by this Agreement and the Credit Agreement as a result of which such Guarantor Subsidiary ceases to be a Subsidiary of the CompanySubsidiary; provided that the Required Lenders shall have consented any consent to such transaction (to the extent required by the Credit Agreement) Agreement shall have been obtained and the terms of such consent did shall not provide otherwise otherwise. (c) Upon any sale or other transfer of any Collateral permitted under this Agreement and the Credit Agreement by any Grantor to any Person other than the Company or a Subsidiary, or upon the effectiveness of any written consent to the release of any pledge or security interest created hereby or by any Other Security Document in respect of any Collateral pursuant to and in accordance with the requirements of the Credit Agreement, all pledges, security interests and Liens created hereunder or under any Other Security Document of, in or on such Collateral shall be automatically released. (yd) Upon any transfer of any Equity Interests in a Foreign Subsidiary pursuant to and in accordance with Section 5.09(c6.04(c) of the Credit Agreement, the Collateral Agent shall release any pledge of, security interest in or Lien on such Equity Interests if the conditions to such release set forth in such Section 6.04(c) shall have been satisfied and if the Company shall have delivered a certificate to that effect to the Collateral Agent. (ce) In connection with any termination or release pursuant to paragraphs paragraph (a) or ), (b), (c) or (d) above, the Administrative Collateral Agent shall execute and deliver to any Guarantoreach applicable Grantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 shall be without recourse to or representation or warranty by the Collateral Agent. Notwithstanding paragraph (b) or (c) above, in the case of any Lien on any Equity Interests in an entity organized under the laws of a jurisdiction outside the United States of America, such Lien shall not be released until the Collateral Agent executes and delivers to the applicable Grantor a written consent to such release. The Collateral Agent agrees to execute and deliver any such written consent required by the immediately preceding sentence that is requested by the applicable Grantor in connection with the consummation of any transaction permitted by this Agreement and the Credit Agreement. In the case of any License of Intellectual Property to any Person that is not an Affiliate of any Grantor (i) for which it receives consideration at the time of such License at least equal to the Fair Market Value of the subject Intellectual Property and in respect of which the Borrower shall have delivered a notice to the Administrative Agent.Agent designating such transfer as an Asset Disposition for purposes of Section 6.04 of the Credit Agreement, (ii) that constitutes an Asset Disposition under Section 6.04 of the Credit Agreement, or (iii) that does not materially reduce the collateral value to the Secured Parties of the Material Intellectual Property, taken as a whole, and, in each case, is permitted under this Agreement and the Credit Agreement, the Liens on such Intellectual Property granted hereunder shall be subject to the rights of third parties to use such Intellectual Property under such License; provided that no such License shall be used for the purpose of securing or otherwise providing credit support for Indebtedness. [[5336199v.2]]

Termination or Release. (a) Subject This Agreement and the Guaranties made herein shall terminate with respect to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated all Guaranteed Obligations when all the outstanding Guaranteed Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired(x) obligations under Secured Hedge Agreements not yet due and payable, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank(y) Cash Management Obligations not yet due and the Lenders have no further commitment under the Credit Agreement to lend to, or accept payable and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations (z) contingent indemnification obligations not yet accrued and payable) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the Outstanding Amount of L/C Obligations have been either reduced to zero or accept Cash Collateralized and purchase Bthe L/As C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Guarantor shall automatically be released from its obligations (or portion of such obligations in the case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary or is designated as an Unrestricted Subsidiary of Borrower pursuant to the terms of the CompanyCredit Agreement; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) in accordance with Section 5.09(cA Guarantor (other than Holdings) shall automatically be released from its obligations hereunder if such Guarantor ceases to be a Restricted Subsidiary pursuant to the terms of the Credit Agreement. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (b)c) of this Section 4.12, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 4.12 shall be without recourse to or warranty by the Administrative Agent. (e) At any time that the Borrower desires that the Administrative Agent take any of the actions described in immediately preceding paragraph (d), it shall, upon request of the Administrative Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant to paragraph (a), (b) or (c). The Administrative Agent shall have no liability whatsoever to any Guarantor as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.12. (f) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank, by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrower or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations (in each case, other than any Excluded Swap Obligation) shall be guaranteed pursuant to this Agreement only to the extent that, and for so long as, the other Guaranteed Obligations are so guaranteed and (ii) any release of a Guarantor effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder Security Interest and all other security interests granted hereby shall be automatically terminated when terminate with respect to all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired(x) obligations under Secured Hedge Agreements not yet due and payable, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank(y) Cash Management Obligations not yet due and the Lenders have no further commitment under the Credit Agreement to lend to, or accept payable and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate (z) contingent indemnification obligations not yet accrued and payable) when all the outstanding Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement, the L/C Obligations have been reduced to zero (unless the L/C Obligations shall have been collateralized on terms and conditions reasonably satisfactory to the relevant L/C Issuer following the termination of the Commitments) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Date”). (b) A Guarantor, including any Elective Guarantor, Subsidiary Party shall automatically be released from its obligations (or portion hereunder and the Security Interest in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary or is designated as an Unrestricted Subsidiary of the CompanyBorrower; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and otherwise. (yc) Upon any sale or other transfer by any Grantor of any Collateral (other than any transfer to another Guarantor or to any Intermediate Holding Company that is required to become a Guarantor) that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with any Collateral pursuant to Section 5.09(c) 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (cd) Upon the execution and delivery by any Intermediate Holding Company of the Security Agreement Supplement and its becoming a Grantor hereunder, Holdings shall automatically cease to be a Grantor hereunder and the security interests in its Collateral granted hereunder shall automatically be released; provided however, that the foregoing provision shall not operate as a release of any security interest in the Equity Interests of the Borrower which shall continue undisturbed both prior to and after any transfer of such Equity Interests to any Intermediate Holding Company. (e) In connection with any termination or release pursuant to paragraphs paragraph (a) or ), (b), (c), or (d) of this Section 6.13, the Administrative Collateral Agent shall execute and deliver to any GuarantorGrantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 6.13 shall be without recourse to or warranty by the Administrative Collateral Agent. (f) Notwithstanding anything to contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the Security Interests granted under this Agreement of the Obligations of any Loan Party and its Subsidiaries under any Secured Hedge Agreement and the Cash Management Obligations shall be automatically released upon termination of the Commitments and payment in full of all other Obligations, in each case, unless the Obligations under the Secured Hedge Agreement or the Cash Management Obligations are due and payable at such time (it being understood and agreed that this Agreement and the Security Interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full) and (ii) any release of Collateral or of a Grantor, as the case may be, effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

Termination or Release. (a) Subject This Agreement and the Guaranties made herein shall terminate with respect to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated all Obligations when all the outstanding Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank(x) obligations under Secured Cash Management Obligations not yet due and the Lenders have no further commitment under the Credit Agreement to lend to, or accept payable and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations (y) contingent indemnification obligations not yet accrued and payable) have been paid in full and the Lenders have no further commitment to lend or accept under the Credit Agreement, the Outstanding Amount of L/C Obligations has been reduced to zero (other than any Letter of Credit that has been Cash Collateralized or, if satisfactory to the L/C Issuer in its sole discretion, for which a backstop Letter of Credit is in place) and purchase Bthe L/As C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, Guarantor shall automatically be released from its obligations (or portion of such obligations hereunder as provided in the case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) 9.12 of the Credit Agreement. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b)) of this Section 4.11, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release, in each case in accordance with the terms of Section 9.12 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 20 4.11 shall be without recourse to or warranty by the Administrative Agent. (d) At any time that the Parent Borrower desires that the Administrative Agent take any of the actions described in immediately preceding paragraph (c), it shall, upon request of the Administrative Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant to paragraph (a) or (b). The Administrative Agent shall have no liability whatsoever to any Guarantor as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.11. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank, by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the Secured Cash Management Obligations shall be guaranteed pursuant to this Agreement only to the extent that, and for so long, the other Obligations are so guaranteed and (ii) any release of a Guarantor effected in the manner permitted by this Agreement shall not require the consent of any Cash Management Bank.

Termination or Release. (a) Subject This Agreement, the pledges and guarantees made herein, the Liens in the Collateral created hereby and all other security interests granted hereby, shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the reinstatement provisions Collateral shall revert to Holdings, as of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated date when all Obligations guaranteed the Holdco Guaranteed Obligations, with respect to the guaranty by such Guarantor Holdings, and the date when all the Holdco Guaranteed Secured Obligations, with respect to the pledge, liens and all other obligations (in each case other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds; provided that, upon payment in full of the Holdco Guaranteed Obligations, the Agent may assume that no Holdco Guaranteed Obligations are outstanding unless otherwise advised in writing by the Borrower. (i) Upon any sale or other than Letters transfer by Holdings of any Collateral that is not prohibited by this Agreement, or (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral by the Agent, with the consent of Credit that have expiredAgreement Holdco Secured Parties holding a majority in aggregate principal amount of the Holdco Guaranteed Loans, terminatedand, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to after the applicable Issuing Bank) and the Lenders have no further commitment under termination of the Credit Agreement to lend to, or accept and purchase B/As issued bythe Holdco Intercreditor Agreement, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement. (b) A Guarantor, including any Elective Guarantor, shall automatically be released from its obligations (or portion of such obligations in the case of clause (y), if applicable) hereunder (x) upon the consummation equivalent provision of any transaction permitted applicable Other Holdco Guaranteed Agreement, the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the Credit Agreementany party. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b)) of this Paragraph 27, the Administrative Agent shall execute and deliver to any GuarantorHoldings, at such Guarantor’s Holdings’ expense, all documents that such Guarantor Holdings shall reasonably request to evidence such termination or releaserelease (including, without limitation, UCC termination statements), and will duly assign and transfer to Holdings, such of the Pledged Equity that may be in the possession of the Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 20 Paragraph 27 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) Subject to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) This Agreement and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement Guarantees made herein shall terminate when all the Loan Document Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend or accept and purchase under the Revolving Credit Agreement, the LC Exposure has been reduced to zero, no B/As A is outstanding or unpaid and the Issuing Banks have no further obligations to issue Letters of Credit under the Revolving Credit Agreement; provided that if, at least two Business Days prior to the time such termination conditions would otherwise be satisfied, the Collateral Agent shall have received written notice that any Other Obligations are then due and payable but have not been paid, then such termination shall not occur until all such Other Obligations that are then due and payable have been paid in full. (b) A Guarantor, including any Elective Guarantor, Subsidiary Party that is not a Borrower shall automatically be released from its obligations (or portion of such obligations in the case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Revolving Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary of the CompanyParent Borrower; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Revolving Credit Agreement) and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the Credit Agreementotherwise. (c) Upon any sale or other transfer by any Guarantor of any Collateral that is permitted under the Revolving Credit Agreement to a Person that is not a Guarantor, or upon the effectiveness of any written consent to the release of the Security Interests granted under the Security Documents in any Collateral pursuant to Section 9.02 of the Revolving Credit Agreement, the Security Interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (bc), the Administrative Collateral Agent shall execute and deliver to any the applicable Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 5.13 shall be without recourse to or warranty by the Administrative any Agent.

Termination or Release. (a) Subject to All pledges, security interests and Liens created hereunder and under the reinstatement provisions of Section 5, the guarantee of a Guarantor Other Security Documents and all Guarantees made hereunder shall be automatically terminated released when (i) the principal of all Loans, all accrued interest and fees and all other Obligations guaranteed by such Guarantor (for the avoidance of doubt, excluding the Miscellaneous Obligations) due and owing under the Credit Agreement have been paid in full full, (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bankii) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement, (iii) the LC Exposures under the Credit Agreement have been reduced to zero and (iv) the Issuing Banks under the Credit Agreement have no further obligation to issue Letters of Credit. (b) A Guarantor, including any Elective Guarantor, Subsidiary shall automatically be released from its obligations (as a Grantor or portion Guarantor hereunder and under each Other Security Document, and all pledges hereunder, or under any Other Security Document, of and security interests created hereunder, or under any Other Security Document, in the Collateral of such obligations in the case of clause (y)Subsidiary shall be automatically released, if applicable) hereunder (x) upon the consummation of any transaction permitted by this Agreement and the Credit Agreement as a result of which such Guarantor Subsidiary ceases to be a Subsidiary of the CompanySubsidiary; provided that the Required Lenders shall have consented any consent to such transaction (to the extent required by the Credit Agreement) Agreement shall have been obtained and the terms of such consent did shall not provide otherwise otherwise. (c) Upon any sale or other transfer of any Collateral permitted under this Agreement and the Credit Agreement by any Grantor to any Person other than the Company or a Subsidiary, or upon the effectiveness of any written consent to the release of any pledge or security interest created hereby or by any Other Security Document in respect of any Collateral pursuant to and in accordance with the requirements of the Credit Agreement, all pledges, security interests and Liens created hereunder or under any Other Security Document of, in or on such Collateral shall be automatically released. (yd) Upon any transfer of any Equity Interests in a Foreign Subsidiary pursuant to and in accordance with Section 5.09(c6.04(c) of the Credit Agreement, the Collateral Agent shall release any pledge of, security interest in or Lien on such Equity Interests if the conditions to such release set forth in such Section 6.04(c) shall have been satisfied and if the Company shall have delivered a certificate to that effect to the Collateral Agent. (ce) In connection with any termination or release pursuant to paragraphs paragraph (a) or ), (b), (c) or (d) above, the Administrative Collateral Agent shall execute and deliver to any Guarantoreach applicable Grantor, at such GuarantorGrantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 shall be without recourse to or representation or warranty by the Collateral Agent. Notwithstanding paragraph (b) or (c) above, in the case of any Lien on any Equity Interests in an entity organized under the laws of a jurisdiction outside the United States of America, such Lien shall not be released until the Collateral Agent executes and delivers to the applicable Grantor a written consent to such release. The Collateral Agent agrees to execute and deliver any such written consent required by the immediately preceding sentence that is requested by the applicable Grantor in connection with the consummation of any transaction permitted by this Agreement and the Credit Agreement. In the case of any License of Intellectual Property to any Person that is not an Affiliate of any Grantor (i) for which it receives consideration at the time of such License at least equal to the Fair Market Value of the subject Intellectual Property and in respect of which the Borrower shall have delivered a notice to the Administrative AgentAgent designating such transfer as an Asset Disposition for purposes of Section 6.04, (ii) that constitutes an Asset Disposition under Section 6.04, or (iii) that does not materially reduce the collateral value to the Secured Parties of the Material Intellectual Property, taken as a whole, and, in each case, is permitted under this Agreement and the Credit Agreement, the Liens on such Intellectual Property granted hereunder shall be subject to the rights of third parties to use such Intellectual Property under such License; provided that no such License shall be used for the purpose of securing or otherwise providing credit support for Indebtedness.

Termination or Release. (a) Subject to the reinstatement provisions terms of Section 5the Intercreditor Agreements, this Agreement, the guarantee of a Guarantor hereunder shall be automatically terminated when pledges made herein, the Security Interest and all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby shall terminate when all the Notes Obligations (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit AgreementDischarged. (b) A GuarantorSubject to the terms of the Intercreditor Agreements, including any Elective Guarantor, a Pledgor (other than the Issuer) shall automatically be released from its obligations (or portion hereunder and the security interests in the Collateral of such obligations in the case of clause (y), if applicable) hereunder (x) Pledgor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement Indenture as a result of which such Guarantor Pledgor ceases to be a Restricted Subsidiary of the CompanyIssuer or otherwise ceases to be a Guarantor; provided provided, that such portion of the Required Lenders Holders as shall be required by the terms of the Indenture to have consented to such transaction (to the extent such consent is required by the Credit AgreementIndenture) shall have consented thereto and the terms of such consent did not provide otherwise and (y) in accordance with Section 5.09(c) of the Credit Agreementotherwise. (c) In connection with Subject to the terms of the Intercreditor Agreements, upon any termination sale or other transfer by any Pledgor of any Collateral that is permitted under the Indenture to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to paragraphs (a) or (b)the Indenture, the Administrative Agent shall execute and deliver to any Guarantor, at security interest in such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 Collateral shall be without recourse automatically released. (d) Upon the transfer by any Pledgor of Equity Interests in a “first tier” Foreign Subsidiary or “first tier” Qualified CFC Holding Company to a “first tier” Foreign Subsidiary or warranty “first tier” Qualified CFC Holding Company in a transaction permitted under the Indenture and subject to the terms of the Intercreditor Agreement, the pledge of Equity Interests so transferred shall be automatically released. (e) At any time the ABL Intercreditor Agreement is in effect, upon the release of any ABL Priority Collateral securing the ABL Obligations (including all commitments and letters of credit thereunder) in a sale or other disposition, permitted by the Administrative AgentABL Credit Agreement and the Indenture, the Security Interest and all other security interests granted hereby on such released property or assets shall be automatically released; provided, however, that if the Issuer or any Pledgor subsequently incurs ABL Obligations that are secured by liens on property or assets of the Issuer or any Pledgor of the type constituting the ABL Priority Collateral, then the Issuer and its Restricted Subsidiaries shall reinstitute the Security Interest and any other security interests granted hereby, which, in the case of any subsequent ABL Obligations will be second-priority Liens on the ABL Priority Collateral securing such ABL Obligations to the same extent provided by the Security Documents and on the terms and conditions of the security documents relating to such ABL Obligations, with the second-priority Lien held by either the administrative agent, collateral agent or other representative for such ABL Obligations or by a collateral agent or other representative designated by the Issuer to hold the second-priority Liens for the benefit of the Holders of the Notes and subject to an intercreditor agreement providing such administrative agent or collateral agent substantially the same rights and powers afforded under the ABL Intercreditor Agreement. (f) The Security Interest and all other security interests granted hereby will also be released, in whole or in part, as provided in Article VIII of the Indenture.