Common use of Termination; Release Clause in Contracts

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holder.

Termination; Release. (a) This On the Termination Date, this Agreement shall continue terminate (provided that all indemnities set forth herein including, without limitation in effect Section 6.1 hereof, shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (notwithstanding including Uniform Commercial Code termination statements on form UCC-3) acknowledging the fact that from time satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to time there such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be no Obligations outstanding) until (such occurrence being in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date”) ” shall mean the earlier date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (i) or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the time Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at which all least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (other than any contingent obligations or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not then due and indemnification obligations not then duerequire the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (ii) or arrangements with respect to the consummation Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this such Secured Hedging Agreement or Treasury Services Agreement shall not require the Note, the security interest created hereby in any Collateral that is so sold, transferred related Obligations to be repaid or otherwise disposed of shall automatically terminate and be released upon the closing of cash collateralized at such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holdertime). (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holder.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding When all the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Secured Obligations have been paid in full (other than any contingent obligations not then due inchoate indemnification and indemnification cost reimbursement obligations not then due) and (ii) the consummation Commitments of the Exchange Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement Closingshall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Pledged Collateral shall be sold, transferred or otherwise disposed released from the Lien of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing sale by any Pledgor of any Pledged Collateral in accordance with or without any violation of Section 7.5 of the Credit Agreement, such sale, transfer or other disposition, and such Pledged Collateral shall be sold free and clear released from the Lien of this Agreement. Within no more than 30 days from notice to the Collateral Agent of such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the NoteCredit Agreement, the Holder shall have consented to such saleCollateral Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeePledgor, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderCollateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. (b) Notwithstanding Section 2.1, in connection with the granting of a Lien permitted by Section 7.1(d) of the Credit Agreement in any Real Property or Equipment owned by a Pledgor or with the disposition of Receivables Assets of a Pledgor permitted by Section 7.5(i) of the Credit Agreement pursuant to a Permitted Receivables Financing, the Collateral Agent shall, at such Pledgor’s request if required by the lender or lessor providing Debt to be secured by such Lien or such Receivables Assets, as applicable, at such Pledgor’s expense, execute and deliver such documents as such Pledgor shall reasonably request to evidence the release of such item or items of Pledged Collateral from the Lien of this Agreement; provided, however, that such Pledgor shall have delivered to the Collateral Agent, at least three Business Days prior to the date of the proposed release, a written request describing the items of Collateral, together with a form of release for execution by the Collateral Agent, and a certificate of the chief financial officer of such Pledgor to the effect that the transaction is in compliance with the Credit Agreement and as to such other matters as the Collateral Agent may reasonably request.

Termination; Release. (a) This Agreement Agreement, the Security Interest and all other security interests granted hereby shall continue terminate in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all accordance with Section 9.13 of the Obligations have been paid in full (other than any contingent obligations not then due Pledge and indemnification obligations not then due) and (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunderSecurity Agreement. (b) If any of A Grantor (other than the Parent or the Borrower) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Grantor shall be sold, transferred or otherwise disposed automatically released upon the consummation of by the Grantor in a any transaction permitted by this the Credit Agreement as a result of which such Grantor ceases to be a Subsidiary or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear a Restricted Subsidiary of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by HolderParent. (c) Upon a Collateral Release Date, each Grantor shall be released from its obligations hereunder and the Security Interest in the Collateral of such Grantor shall be released in accordance with Section 5.13 of the Credit Agreement. (d) 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 any Collateral pursuant to the Credit Agreement or the Pledge and Security Agreement, the Security Interest in such Collateral shall be automatically released. (e) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of the foregoingthis Section 5, the Holder Collateral Agent shall execute and deliver to the any Grantor or the Grantor’s designee, at the such Grantor’s expense, all UCC termination statements statements, releases and similar documents that the such Grantor shall reasonably request from time to time to evidence such terminationtermination or release; provided, however, that no such documents shall be required unless such Grantor shall have delivered to the Collateral Agent, at least ten Business Days prior to the date such documents are required by such Grantor, or such lesser period of time as agreed by the Collateral Agent, written request for release describing the item of Collateral and the consideration to be received in the sale, transfer, or other disposition and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate by such Grantor to the effect that the transaction is in compliance with the Loan Documents. Any execution and delivery of termination statements statements, releases, or other documents pursuant to this Section 7.12 5 shall be without recourse to or warranty by the HolderCollateral Agent.

Termination; Release. (a) This Agreement Security Agreement, the Lien in favor of the Agent (for the benefit of itself and the other Secured Parties (and to the extent applicable pursuant to Section 10.1, any 2037 ASC Debentures Holder)) and all other security interests granted hereby shall continue in effect (notwithstanding the fact that from time terminate with respect to time there may be no all Secured Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of when (i) the time at which Commitments shall have expired or been terminated and (ii) the principal of and interest on each Loan and all of the fees and other Secured Obligations (other than contingent obligations not yet due) shall have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Datein cash; provided, the Holder shall forthwith cause the satisfactionhowever, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made that in connection with the Liens granted hereunder. (b) If any termination of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the NoteSecurity Agreement, the security interest created hereby in 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, (y) any Collateral obligations that is so sold, transferred may thereafter arise with respect to the Cash Management Obligations or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other dispositionBank Products, and such Collateral shall be sold free (z) any Secured Obligations (and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement provided in Section 10.1, 2037 ASC Debentures Obligations) that may thereafter arise under Sections 12.5 or 12.6 of the NoteCredit Agreement, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that the 2037 ASC Debentures Obligations shall no longer be secured hereby and this Security Agreement shall be deemed terminated in the event the Secured Obligations are no longer required to be secured hereby as a result of the release of the Collateral by the Agent as permitted hereunder and under the Credit Agreement. Upon termination of this Security Agreement the Collateral shall be released from the Lien of this Security Agreement. Upon such security interest will continue to attach to all proceeds release or any release of such salesCollateral or any part thereof in accordance with the provisions of the Credit Agreement, transfers or other dispositions except to the extent such proceeds are Agent shall, upon the subject request and at the sole cost and expense of any such salethe Grantors, assignmentassign, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeeGrantors, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (b) Provided that no Event of Default is then occurring, a Grantor shall automatically be released from its obligations hereunder and the Lien in favor of the Agent on the Collateral of such Grantor shall be automatically released if (i) such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Credit Agreement or becomes an Excluded Subsidiary or (ii) is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guarantee is prohibited by the terms of such Qualified Real Estate Financing Facility; provided that no such release shall occur if such Grantor continues to be a guarantor in respect of any ABL Facility Indebtedness or any Additional Pari Term Debt (as defined in the ABL Intercreditor Agreement) or any Permitted Refinancing thereof (as defined in and incurred in compliance with the terms of the ABL Credit Agreement as in effect on the date hereof). (c) Upon any Permitted Disposition by any Grantor of any Collateral, or if any pledge by a parent holding company of the stock of a Real Estate Subsidiary securing a Qualified Real Estate Financing Facility is prohibited by the terms of such Qualified Real Estate Financing Facility, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 12.3 of the Credit Agreement, provided that no Event of Default is then occurring, the security interest in such Collateral shall be automatically released. (d) Notwithstanding anything to the contrary contained in this Security Agreement or any Financing Agreement, upon (i) the release by the ABL Secured Parties (as defined in the ABL Intercreditor Agreement) of any Lien or security interest created in any ABL Priority Collateral (as defined in the ABL Intercreditor Agreement), other than any such release in connection with the termination of the ABL Facility, and (ii) delivery to the Agent of an officer’s certificate of the Parent Borrower certifying that such release has occurred, the lien and security interest created hereunder shall automatically terminate with respect to such ABL Priority Collateral (as defined in the ABL Intercreditor Agreement). (e) Notwithstanding clause (d) above, if, after any release of Collateral pursuant to such clause (d), any Indebtedness that would constitute ABL Obligations under the ABL Intercreditor Agreement becomes secured by any ABL Priority Collateral (as defined in the ABL Intercreditor Agreement), such ABL Priority Collateral and related collateral documents, and all Liens granted or purported to be granted therein, released pursuant to clause (d) above shall be automatically reinstated on the same terms as of the date they were terminated and the Grantors shall take all actions and deliver all documents (collectively, the “New Collateral Documents”) reasonably requested by the Agent as may be necessary to create and perfect the Liens of the Agent in such Collateral, in form and substance reasonably satisfactory to the Agent, within 60 days of such date (or such longer period as the Agent may agree in its reasonable discretion). The Agent is hereby authorized to enter into any New Collateral Documents. (f) The Collateral shall be released from the Lien of this Security Agreement in accordance with the provisions of this Security Agreement, the ABL Intercreditor Agreement and the Credit Agreement. Upon termination hereof or any release of Collateral in accordance with the provisions of this Security Agreement, the ABL Intercreditor Agreement or the Credit Agreement, the Agent shall, upon the request and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Agent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) as may be in possession of the Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (g) At any time that the respective Grantor desires that the Agent take any action described in clause (f) of this Section 9.5, such Grantor shall, upon request of the Agent, deliver to the Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to this Section 9.5. The Agent shall have no liability whatsoever to any other Secured Party (or any 2037 ASC Debentures Holder) as the result of any release of Collateral by it as permitted (or which the Agent in good faith believes to be permitted) by this Section 9.5.

Termination; Release. (a) This On the Termination Date, this Agreement shall continue terminate (provided that all indemnities set forth herein including, in effect Section 6.1 hereof, shall survive such termination) and the Collateral Agent at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (notwithstanding including PPSA discharge statements on form 3C) acknowledging the fact that from time satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to time there such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be no Obligations outstanding) until (such occurrence being in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date”) ” shall mean the earlier date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (i) or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the time Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at which all least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (other than any contingent obligations or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not then due and indemnification obligations not then duerequire the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (ii) or arrangements with respect to the consummation Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this such Secured Hedging Agreement or Treasury Services Agreement shall not require the Note, the security interest created hereby in any Collateral that is so sold, transferred related Obligations to be repaid or otherwise disposed of shall automatically terminate and be released upon the closing of cash collateralized at such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holdertime). (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holder.

Termination; Release. (a) This Agreement and the Security Interest hereunder (i) shall terminate upon termination of the Commitments, payment in full of the Obligations (other than contingent, unasserted indemnification obligations and obligations and liabilities under Treasury Services Agreements and Swap Contracts not due and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit that are Cash Collateralized or back-stopped by a letter of credit in form, amount and substance reasonably satisfactory to the applicable L/C Issuer or a deemed reissuance under another facility as to which other arrangements satsifactory to the Administrative Agent and the applicable L/C Issuer have been made) 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 any Loan Party or otherwise. (b) A Pledgor shall be automatically released from its obligations under this Agreement, and any Security Interest granted (x) by such Pledgor or (y) in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (any Capital Stock of such occurrence being the “Termination Date”) the earlier of Pledgor shall automatically terminate, upon (i) the time at which sale or disposition of all equity interests of the Obligations have been paid in full (such Pledgor to a Person other than any contingent obligations not then due and indemnification obligations not then due) and the Borrower or a Guarantor or, (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this the Credit Agreement as a result of which such Pledgor becomes an Excluded Subsidiary or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear (iii) as provided under Section 9.20 of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by HolderCredit Agreement. (c) Upon any Collateral being or becoming an Excluded Asset, the Security Interests created pursuant to this Agreement on such Collateral shall be automatically released. (d) In connection with any of termination or release pursuant to the foregoingforegoing clauses (a), (b) or (c), the Holder Security Agent shall execute and deliver to the Grantor or the Grantor’s designeeany Pledgor, at the Grantorsuch Pledgor’s expense, all UCC termination statements and similar documents that the Grantor such Pledgor shall reasonably request from time to time to evidence such terminationtermination or release, subject to, if reasonably requested by the Security Agent, the Security Agent’s receipt of a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 5.17 shall be without recourse to or warranty by the HolderSecurity Agent.

Termination; Release. (a) This Security Agreement and the Security Interest shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which terminate when all of the Commitments have expired or otherwise terminated and all Credit Obligations have been finally and indefeasibly paid in full (other than any contingent obligations not then due in cash and indemnification obligations not then due) all Letters of Credit have expired and (ii) the consummation of the Exchange Agreement Closingall LC Disbursements have been reimbursed in full in cash. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of Security Agreement, the Collateral shall be released from the Lien of this Security Agreement. Upon the effectiveness of any written consent to the release of the Security Interest in any Collateral pursuant to Section 10.2 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released. Upon any sale, transfer or other disposition of Collateral permitted by the Loan Documents (other than to a Loan Party), the Security Interest in such Collateral shall be automatically released (other than to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds or otherwise) that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in which event the Lien created hereunder shall continue in such property). In addition, if any of the Pledged Equity Interests in any Subsidiary or subsidiary, as applicable, are sold, transferred or otherwise disposed of by the Grantor in pursuant to a transaction permitted by this Agreement the Loan Documents and, immediately after giving effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing obligations of such saleSubsidiary or subsidiary, transfer as applicable, under this Security Agreement and the Security Interest in the Collateral owned or other dispositionrights in Collateral held by or on behalf of such Subsidiary or such subsidiary, and such Collateral as applicable, shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) automatically released. In connection with any of the foregoingtermination or release pursuant to this Section, the Holder Administrative Agent shall execute and deliver to the Grantor or the applicable Grantor, at such Grantor’s designee, at the Grantor’s own cost and expense, all UCC Uniform Commercial Code termination statements and similar documents that the such Grantor shall may reasonably request from time to time to evidence such terminationtermination or release. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 Article shall be without recourse to or warranty by the HolderAdministrative Agent or any other Secured Party.

Termination; Release. (a) This Agreement and the Security Interest hereunder (i) shall terminate upon termination of the Commitments, payment in full of the Obligations (other than contingent, unasserted indemnification obligations and obligations and liabilities under Treasury Services Agreements and Swap Contracts not due and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit that are Cash Collateralized or back-stopped by a letter of credit in form, amount and substance reasonably satisfactory to the applicable L/C Issuer or a deemed reissuance under another facility as to which other arrangements satsifactory to the Administrative Agent and the applicable L/C Issuer have been made) 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 any Loan Party or otherwise. (b) A Pledgor shall be automatically released from its obligations under this Agreement, and any Security Interest granted (x) by such Pledgor or (y) in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (any Capital Stock of such occurrence being the “Termination Date”) the earlier of Pledgor shall automatically terminate, upon (i) the time at which sale or disposition of all equity interests of the Obligations have been paid in full (such Pledgor to a Person other than any contingent obligations not then due and indemnification obligations not then due) and the Borrower or a Guarantor or (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this the Credit Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed as a result of shall automatically terminate and be released upon the closing of which such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by HolderPledgor becomes an Excluded Subsidiary. (c) Upon any Collateral being or becoming an Excluded Asset, the Security Interests created pursuant to this Agreement on such Collateral shall be automatically released. (d) In connection with any of termination or release pursuant to the foregoingforegoing clauses (a), (b) or (c), the Holder Security Agent shall execute and deliver to the Grantor or the Grantor’s designeeany Pledgor, at the Grantorsuch Pledgor’s expense, all UCC termination statements and similar documents that the Grantor such Pledgor shall reasonably request from time to time to evidence such terminationtermination or release, subject to, if reasonably requested by the Security Agent, the Security Agent’s receipt of a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 5.17 shall be without recourse to or warranty by the HolderSecurity Agent.

Termination; Release. (a) This On the Termination Date, this Agreement shall continue terminate (provided that all indemnities set forth herein including, without limitation, in effect Section 11 hereof shall survive any such termination) and the Collateral Agent, at the written request and sole expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (notwithstanding including UCC termination statements) acknowledging the fact that satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from time the security interest created hereby and assign, transfer and deliver to time there such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be no Obligations outstandingin the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Collateral Agent or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) until or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). (such occurrence being b) In the “event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Secured Party) at any time prior to the Termination Date”) the earlier of , in connection with a sale or disposition permitted by (i) the time at which all Section 6.01 of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) Indenture or is otherwise released at the direction of the requisite Holders and (ii) the consummation comparable provisions of the Exchange Agreement Closing. Upon Pari Passu Payment Lien Documents or is otherwise released at the occurrence direction of the Termination Daterequisite holders of such Pari Passu Payment Lien Obligations, and the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of each of the Indenture and such Pari Passu Payment Lien Documents, as the case may be, to the extent required to be so applied, the Holder shall forthwith cause Collateral Agent, at the satisfactionwritten request and sole expense of such Pledgor, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, will duly release from the security interest created hereby (and will execute and deliver such documentation, including termination or partial release statements and the like in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate connection therewith) and be released upon the closing of such saleassign, transfer and deliver to such Pledgor (without recourse and without any representation or other disposition, and warranty) such Collateral shall be sold free and clear of the Lien Collateral as is then being (or has been) so sold or released and security interest created hereby; provided thatas may be in the possession of the Collateral Agent (or, in the case of Collateral held by any sub-agent designated pursuant to the extent required by Section 4 hereof, such sub-agent) and has not theretofore been released pursuant to this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by HolderAgreement. (c) In connection with At any of time that any Pledgor desires that Collateral be released as provided in the foregoingforegoing Section 20(a) or (b), the Holder it shall execute and deliver to the Grantor or Collateral Agent (and the Grantor’s designeerelevant sub-agent, at the Grantor’s expenseif any, all UCC termination statements and similar documents designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such Pledgor certifying that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery release of termination statements or documents the respective Collateral is permitted pursuant to the Secured Documents, including Section 20(a) or (b) hereof. (d) The Collateral Agent shall have no liability whatsoever to any other Secured Party as the result of any release of Collateral by it in accordance with (or which the Collateral Agent in good faith believes to be in accordance with) this Section 7.12 shall be without recourse to or warranty by the Holder20.

Termination; Release. (a) This Agreement and the Liens and security interests granted hereby shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which terminate when all of the Obligations (other than wholly contingent indemnification obligations) then due and owing have been indefeasibly paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject Lenders have no further commitment to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with lend under the Liens granted hereunderCredit Agreement. (b) If any A Pledgor shall automatically be released from its obligations hereunder and the Liens on and security interests granted in the Pledged Collateral of the Collateral such Pledgor under this Agreement shall be sold, transferred or otherwise disposed automatically released upon the consummation of by the Grantor in a any transaction permitted by this the Credit Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed as a result of shall automatically terminate and which such Pledgor ceases to be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holderan Obligor. (c) 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 Liens on and security interests granted in the Pledged Collateral of such Pledgor under this Agreement in any Pledged Collateral pursuant to Section 11.6 of the Credit Agreement, the Liens and security interests granted in such Pledged Collateral under this Agreement shall be automatically released. (d) In connection with any termination or release pursuant to paragraphs (a) through (c) above, the Administrative Agent shall, at the sole cost and expense of the foregoingPledgors, the Holder shall execute and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, any Pledgor all UCC termination statements and similar documents that the Grantor such Pledgor shall reasonably request from time to time to evidence such termination. Any execution termination or release, and delivery of termination statements or documents pursuant assign, transfer and deliver to this Section 7.12 shall be such Pledgor, against receipt and without recourse to or warranty by the HolderAdministrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Pledged Collateral to be released (in the case of a release) as may be in possession of (or, in the case of uncertificated securities, registered in the name of) the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which When all of the Obligations have been paid in full (other than any (A) contingent indemnification obligations that are not then yet due and indemnification payable and (B) obligations not then dueand liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) and (ii) the consummation Commitments of the Exchange Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement Closingshall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Mortgage shall terminate. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and Mortgage the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Collateral Mortgaged Property shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of from the Lien and security interest created hereby; provided that, to of this Mortgage. Upon such release or any release of the extent required by this Agreement Mortgaged Property or any portion thereof in accordance with the Noteprovisions of the Credit Agreement, the Holder shall have consented to such saleMortgagee shall, upon the request and at the sole cost and expense of the Mortgagor, assign, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeeMortgagor, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderMortgagee, such of the Mortgaged Property to be released (in the case of a release) as may be in possession of the Mortgagee and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Mortgaged Property, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Mortgaged Property, as the case may be. The Mortgagee is hereby expressly authorized to, and agrees upon request of the Borrower it will, release or, in the case of Section 9.10 of the Credit Agreement, subordinate any Mortgaged Property in accordance with the terms of the Loan Documents and Section 9.10 of the Credit Agreement.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding When all the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Secured Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation Commitments of the Exchange Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement Closing. Upon shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the occurrence provisions of the Termination DateCredit Agreement, [or upon the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any expiration of the Collateral shall be soldMortgaged Lease, transferred or otherwise disposed of any early termination by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing Mortgagor of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, Mortgaged Lease to the extent required by permitted herein as provided herein,] this Agreement Mortgage shall terminate. Upon termination hereof or any release of the NoteMortgaged Property or any portion thereof in accordance with the provisions of the Credit Agreement, the Holder shall have consented to such saleMortgagee shall, upon the request and at the sole cost and expense of the Mortgagor, forthwith assign, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeeMortgagor, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderMortgagee, such of the Mortgaged Property to be released (in the case of a release) as may be in possession of the Mortgagee and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Mortgaged Property, proper documents and instruments (including UCC termination statements or releases) reasonably satisfactory to the Mortgagor acknowledging the termination hereof or the release of such Mortgaged Property, as the case may be, or assigning same to a party designated by Mortgagor, and in each case in form and executed in all respects appropriate for recording or filing in all applicable state, county and municipal offices.

Termination; Release. (a) This On the Termination Date (as defined below), this Agreement shall continue terminate (provided that all indemnities set forth herein including, without limitation, in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (Section 11 hereof shall survive any such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then duetermination) and the Pledgee, at the written request and sole expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (iiincluding UCC termination statements) acknowledging the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge satisfaction and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all including, without limitation, UCC termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any instruments of the Collateral shall be soldsatisfaction, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Notedischarge and/or reconveyance), and will duly release from the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such saleassign, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Grantor Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements otherwise applied or documents released pursuant to this Section 7.12 shall be without recourse to or warranty Agreement, together with any moneys at the time held by the HolderPledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the date upon which the Total Loan Commitment under the Credit Agreement has been terminated and all Secured Hedging Agreements entitled to the benefits of this Agreement have been terminated, no or Note (as defined in the Credit Agreement) is outstanding (and all Loans have been paid in full), and all other Obligations (other than indemnities described in Section 11 hereof and described in Section 13.01 of the Credit Agreement, and any other indemnities set forth in any other Security Documents, in each case which are not then due and payable) then due and payable have been paid in full.

Termination; Release. (a) This Agreement Security Agreement, the Lien in favor of the Collateral Agent (for the benefit of itself and the other Credit Parties) and all other security interests granted hereby shall continue in effect (notwithstanding the fact that from time terminate with respect to time there may be no all Secured Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of when (i) the time at which all of the Obligations Commitments shall have expired or been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and terminated, (ii) the consummation principal of and interest on each Loan and all fees and other Secured Obligations shall have been indefeasibly paid in full in cash, (iii) all Letters of Credit (as defined in the Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, (B) been Cash Collateralized to the extent required by the Credit Agreement, or (C) been supported by another letter of credit in a manner reasonably satisfactory to the L/C Issuer and the Administrative Agent, and (iv) all other Obligations (other than contingent indemnification obligations for which claims have not been asserted) have been indefeasibly paid in full in cash pursuant to the terms of the Exchange Agreement Closing. Upon the occurrence of the Termination DateCredit Agreement, the Holder shall forthwith cause the satisfactionprovided, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made however, that in connection with the Liens granted hereundertermination of this Security Agreement, the Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (y) any obligations that may thereafter arise with respect to the Other Liabilities, and (z) any Secured Obligations that may thereafter arise under Section 10.04 of the Credit Agreement (other than contingent indemnification obligations for which claims have not been asserted). (b) If any of the The Collateral shall be sold, transferred released from the Lien of this Security Agreement in accordance with the provisions of the Credit Agreement. Upon termination hereof or otherwise disposed any release of by Collateral in accordance with the Grantor in a transaction permitted by this Agreement or provisions of the NoteCredit Agreement, the security interest created hereby in any Collateral that is so soldAgent shall, transferred or otherwise disposed of shall automatically terminate and be released upon the closing request and at the sole reasonable cost and expense of such salethe Grantors, assign, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeeGrantors, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderCollateral Agent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (c) At any time that the respective Grantor desires that the Collateral Agent take any action described in clause (b) of this SECTION 9.5, such Grantor shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to clause (a) or (b) of this SECTION 9.5. The Collateral Agent shall have no liability whatsoever to any other Credit 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 9.5.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding After the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all termination of the Total Commitment and all Secured Interest Rate Agreements, when no Note or Letter of Credit is outstanding and when all Loans and other Obligations have been paid in full full, this Agreement shall terminate (other than any contingent obligations not then due provided that all indemnities set forth herein including, without limitation, in Section 8.1 hereof shall survive such termination), and indemnification obligations not then due) the Collateral Agent, at the request and (ii) the consummation expense of the Exchange Agreement Closing. Upon relevant Assignor, will execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge satisfaction and termination of this Agreement Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements Collateral as may be appropriate in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to terminate all financing statements and other filings made in connection with the Liens granted hereunderthis Agreement. (b) If any So long as no Default or Event of Default is in existence or would exist after the application of proceeds as provided below, the Collateral Agent shall, at the request of the Collateral shall relevant Assignor, release any or all of the Collateral, provided that (x) such release is permitted by the terms of the Credit Agreement (it being agreed for such purposes that a release will be sold, transferred deemed "permitted by the terms of the Credit Agreement" if the proposed transaction constitutes an exception to Section 8.02 of the Credit Agreement) or otherwise disposed of has been approved in writing by the Grantor in a transaction permitted by this Agreement or Required Lenders and (y) the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except Collateral are applied as required pursuant to the extent such proceeds are the subject of Credit Agreement or any such sale, assignment, transfer consent or disposition or as otherwise consented to by Holderwaiver with respect thereto. (c) In connection with At any time that the relevant Assignor desires that the Collateral Agent take any action to give effect to any release of Collateral pursuant to the foregoing Section 10.9(a) or (b), it shall deliver to the Collateral Agent a certificate signed by an authorized officer stating that the release of the foregoingrespective Collateral is permitted pursuant to Section 10.9(a) or (b). In the event that any part of the Collateral is released as provided in the preceding paragraph (b), the Holder shall execute Collateral Agent, at the request and expense of such Assignor, will duly release such Collateral and assign, transfer and deliver to such Assignor or its designee (without recourse and without any representation or warranty) such of the Grantor Collateral as is then being (or has been) so sold and as may be in the Grantor’s designee, at possession of the Grantor’s expense, all UCC termination statements Collateral Agent and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents has not theretofore been released pursuant to this Agreement. The Collateral Agent shall have no liability whatsoever to any Secured Creditor as the result of any release of Collateral by it as permitted by this Section 7.12 shall be without recourse to or warranty by the Holder10.

Termination; Release. (a) This When all the Credit Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Obligations have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate (including, without limitation, any Lien granted hereunder for the benefit of the Existing Senior Notes Secured Parties). Upon termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC 3 termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. (b) This Agreement and the security interest with respect to the Pledge Collateral shall terminate with respect to the Existing Senior Notes Trustee and the Existing Senior Notes Holders when all Existing Senior Notes Obligations have been indefeasibly paid in full. (c) A Pledgor shall automatically be released from its obligations hereunder if it ceases to be a Guarantor in accordance with Section 9.11(b) of the Credit Agreement. (d) The Lien granted hereby in any Pledged Collateral shall automatically be released (i) in accordance with Section 9.11(a)(ii) of the Credit Agreement, upon the sale or Disposition thereof (other than any contingent obligations not then due sale or Disposition to another Pledgor) provided that such sale or Disposition is permitted by the Credit Agreement (including, if applicable, satisfaction of the Mortgage EBITDA Test and indemnification obligations not then duethe Guarantor EBITDA Test in accordance with Section 7.05 of the Credit Agreement and delivery to the Administrative Agent of an officer’s certificate evidencing the satisfaction of such tests) and (ii) upon the consummation effectiveness of any written consent to the release of the Exchange Agreement Closing. Upon the occurrence security interest granted hereby in such Collateral pursuant to Section 9.11(a)(v) of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made Credit Agreement. Any such release in connection with the Liens granted hereunder. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and disposition of such Collateral shall be sold result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (ce) In connection with any of the foregoingtermination or release pursuant to paragraph (c) or (d) above, the Holder Collateral Agent shall execute and deliver to the Grantor or the Grantor’s designeeany Pledgor, at the Grantorsuch Pledgor’s expense, all UCC termination statements and similar documents that the Grantor such Pledgor shall reasonably request from time to time to evidence such terminationtermination or release. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 11.4 shall be without recourse to or warranty by the HolderCollateral Agent. (f) If any term of this Section 11.4 is inconsistent with the Credit Agreement, the Credit Agreement shall govern.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of When (i) the time at which all of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) Credit Agreement has terminated pursuant to its express terms and (ii) the consummation all of the Exchange Agreement Closing. Upon Secured Obligations have been indefeasibly paid and performed in full (or with respect to any outstanding Letters of Credit, a cash deposit has been delivered to the occurrence Administrative Agent as required by the Credit Agreement) other than contingent indemnification obligations as to which no claim has been made and no commitments of the Termination DateAdministrative Agent or the other Secured Parties which would give rise to any Secured Obligations are outstanding, this Agreement shall terminate and the Collateral shall be automatically and without further action released from the Liens in favor of the Administrative Agent and the other Secured Parties created hereby, and all obligations (other than those expressly stated to survive such termination) of each Pledgor to the Administrative Agent or any other Secured Party hereunder shall terminate, all without delivery of any instrument or performance of any act by any party. At the sole expense of any Pledgor following any such termination, the Holder Administrative Agent shall forthwith cause the satisfaction, discharge deliver such documents as such Pledgor shall reasonably request to evidence such release and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereundertermination. (b) If any of the Collateral shall be (i) sold, transferred or otherwise disposed of by the Grantor any Pledgor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other dispositiondisposition permitted by the Credit Agreement, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, other than with respect to the extent required by this Agreement or the Note, the Holder shall have consented to such a sale, transfer or other disposition; provideddisposition to another Pledgor, furtheror (ii) be or become an Excluded Asset pursuant to a transaction not prohibited by the Credit Agreement, that then, in each case such Collateral shall be automatically and without further action released from the security interest will continue interests created by this Agreement. If a Pledgor is disposed of pursuant to attach a transaction permitted by the Credit Agreement or is otherwise released from its guarantee pursuant to all proceeds of such sales, transfers or other dispositions except (and to the extent permitted by) the Credit Agreement, such proceeds are Pledgor shall be automatically and without further action released from its obligations under this Agreement. In either case, the Administrative Agent, at the request and sole expense of such Pledgor, shall execute and deliver to such Pledgor all releases or other documents reasonably necessary or desirable for the termination and release of the Liens created hereby on Collateral of such Pledgor, or such Pledgor, as applicable, subject to, if reasonably requested by the Administrative Agent, the Administrative Agent’s receipt of any an Officers’ Certificate from the Company stating that such sale, assignment, transfer or disposition or as otherwise consented to by Holdertransaction is in compliance with the Credit Agreement. (c) In connection The Liens securing the Secured Obligations with any respect to Non-ABL Priority Collateral shall be released when required pursuant to the terms of the foregoingABL Intercreditor Agreement, following the Holder shall execute and deliver to request of the Grantor applicable party or parties thereto, in accordance with Section 9.02(c) of the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderCredit Agreement.

Termination; Release. (a) This After the Termination Date, this Agreement and the security interest created hereby shall continue automatically terminate (provided that all indemnities set forth herein including, without limitation, in effect Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to any Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (notwithstanding without recourse and without any representation or warranty) such of the fact that from Collateral as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any monies at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to time there may be no Obligations outstandingany Collateral consisting of an Uncertificated Security, Corporate Stock or a Limited Liability Company Interest (other than an Uncertificated Security, Corporate Stock or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) until (such occurrence being or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date”) ” shall mean the earlier of (i) the time at date upon which all Commitments under the Credit Agreement have been terminated, no Note under the Credit Agreement is outstanding and all Loans thereunder have been repaid in full in accordance with the terms thereof, all Letters of Credit issued under the Credit Agreement have been terminated, and all other Obligations then due and payable have been paid in full (other than in cash in accordance with the terms thereof. In the event that any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation Subsidiary Guarantor is released from its Obligations hereunder pursuant to Section 7.1.9 of the Exchange Agreement Closing. Upon the occurrence of the Termination DateCredit Agreement, the Holder shall forthwith cause Pledgee, at the satisfaction, discharge request and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing expense of such saleSubsidiary Guarantor, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantoran instrument acknowledging such Subsidiary Guarantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request release from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderAgreement.

Termination; Release. (a) This Agreement shall continue After payment in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all full of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation termination of the Exchange Credit Agreement, this Pledge Agreement Closing. Upon and the occurrence security interest created hereby shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of the Termination DatePledgor, will execute and deliver to the Holder shall forthwith cause Pledgor a proper instrument or instruments acknowledging the satisfaction, discharge satisfaction and termination of this Agreement Pledge Agreement, and will duly assign, transfer and deliver to the Liens granted hereunder Pledgor (subject without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or released pursuant to Section 7.8) and shall prepare and record this Pledge Agreement, together with any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with moneys at the Liens granted time held by the Pledgee or any of its sub-agents hereunder. (b) If In the event that any part of the Collateral shall be sold, transferred or otherwise disposed is released at the direction of by the Grantor in a transaction permitted by this Agreement or Secured Creditors and the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing proceeds of such sale, transfer sale or other disposition, and sales or from such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided thatrelease are applied in accordance with Section 9, to the extent required by this Agreement or the Noteto be so applied, the Holder shall have consented to such salePledgee, at the request and expense of the Pledgor, will duly assign, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except and deliver to the extent Pledgor (without recourse and without any representation or warranty) such proceeds are of the subject of any such sale, assignment, transfer Collateral (and releases therefor) as is then being (or disposition has been) so sold or as otherwise consented released and has not theretofore been released pursuant to by Holderthis Pledge Agreement. (c) In connection with At any of time that the foregoingPledgor desires that the Pledgee assign, the Holder transfer and deliver Collateral (and releases therefor) as provided in Section 18(a) or (b) hereof, it shall execute and deliver to the Grantor or Pledgee a certificate signed by a principal executive officer of the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents Pledgor stating that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery release of termination statements or documents the respective Collateral is permitted pursuant to Section 18(a) or (b). (d) The Pledgee shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it in accordance with this Section 7.12 shall be without recourse to or warranty by the Holder18.

Termination; Release. (a) This Agreement After the Termination Date (as -------------------- defined below), this Agreement, the Guaranty and the security interests created hereby shall continue terminate (provided that all indemnities set forth herein including, without limitation, in effect Section 3.14 hereof shall survive any such termination) the Collateral Agent, at the request and expense of any Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, including without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance and will duly assign, transfer and deliver to such Pledgor (notwithstanding without recourse and without any representation or warranty) such of the fact that from Collateral as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Collateral Agent or any of its sub-agents hereunder and, with respect to time there may be no Obligations outstandingany Collateral consisting of an Uncertified Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.3(a)(ii) until (such occurrence being hereof or by the “respective partnership or limited liability company pursuant to Section 3.2(a)(iv) hereof. As used in this Agreement, "Termination Date”) " shall mean the earlier date upon which the Total ---------------- Revolving Loan Commitment and all Letters of (i) the time at which Credit have been terminated and all of the Credit Facility Obligations and IRL Obligations have been paid in full full; provided that (other than i) if on the Termination Date, any contingent obligations not then due and indemnification obligations not then due) Additional Debt Agreement or Other Debt Agreements remain outstanding, or any Additional Debt Obligations or Other Debt Obligations remain unpaid and (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement Borrower and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject holders of any such saleoutstanding obligations described in clause (i) above appoint a replacement Collateral Agent to act as such hereunder, assignment, transfer or disposition or as otherwise consented the Termination Date shall be extended to the date agreed to by Holderthe parties described in this clause (ii). (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holder.

Termination; Release. (a) This After the Termination Date (as defined below), this Agreement shall continue terminate (provided that all indemnities set forth herein including, without limitation, in effect Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement as provided above, and will duly assign, transfer and deliver to such Pledgor (notwithstanding without recourse and without any representation or warranty) such of the fact that from time to time there Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee hereunder. As used in this Agreement, (i) “CA Termination Date” shall mean the date upon which the Total Commitment has been terminated, no Letter of Credit or Note under the Credit Agreement is outstanding and all other Credit Document Obligations outstandinghave been paid in full in cash (other than arising from indemnities for which no request for payment has been made) until and (such occurrence being the ii) “Termination Date”” shall mean the date upon which (x) the earlier CA Termination Date shall have occurred and (y) if (but only if) a Notified Non-Credit Agreement Event of Default shall have occurred and be continuing on the CA Termination Date (iand after giving effect thereto), either (I) such Notified Non-Credit Agreement Event of Default shall have been cured or waived by the time at which all requisite holders of the relevant Obligations subject to such Notified Non-Credit Agreement Event of Default or (II) all Secured Credit Card Agreements and Secured Hedging Agreements (if any) giving rise to a Notified Non-Credit Agreement Event of Default shall have been terminated and all Obligations subject to such Notified Non-Credit Agreement Event of Default shall have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunderarising from indemnities for which no request for payment has been made). (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holder.

Termination; Release. (a) This Agreement Security Agreement, the Lien in favor of the Collateral Agent (for the benefit of itself and the other Secured Parties) and all other security interests granted hereby shall continue in effect (notwithstanding terminate with respect to all Secured Obligations, and all rights to the fact that from time Collateral shall revert to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of Grantors or any other Person entitled thereto, when (i) the time at which all of the Obligations Commitments shall have expired or been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) terminated and (ii) the consummation principal of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any interest on each Loan and all termination statements as may be appropriate to terminate all financing statements fees and other filings made Secured Obligations shall have been indefeasibly paid in full in cash; provided, that, in connection with the Liens granted hereundertermination of this Security Agreement, the Collateral Agent may require such indemnities and collateral security as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (A) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (B) any obligations that may thereafter arise with respect to the Bank Product Obligations and (C) any Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted) that may thereafter arise under Section 9.05 of the Credit Agreement. (bi) If any Upon the consummation of a transaction expressly permitted under the Credit Agreement, which results in a Grantor ceasing to be a Subsidiary of the Collateral Borrower, such Grantor shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by automatically released from its obligations under this Agreement or the NoteSecurity Agreement, the security interest created granted hereby shall terminate with respect to such Grantor and all rights to the Collateral of such Grantor shall revert to such Grantor or any other Person entitled thereto. (ii) Upon any sale or other transfer by any Grantor of any Collateral that is expressly 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 that is so soldpursuant to Section 9.20 of the Credit Agreement, transferred or otherwise disposed of the security interest granted hereby shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and with respect to such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, all rights to the extent required by this Agreement Collateral shall revert to Grantors or the Note, the Holder shall have consented to such sale, transfer or any other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by HolderPerson entitled thereto. (ciii) In connection with At such time as any of the foregoingforegoing contained Sections 9.5(a), 9.5(b)(i) and 9.5(b)(ii) hereof, upon the Borrower’s written request and at the sole cost and expense of the Grantors, the Holder shall execute Collateral Agent will (A) assign, transfer and deliver to the Grantor or the Grantor’s designeeGrantors, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderCollateral Agent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of the satisfaction of Sections 9.5(a), 9.5(b)(i) and 9.5(b)(ii) hereof) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and (B) with respect to any other Collateral, authorize the filing of appropriate termination statements and other documents (including UCC termination statements or releases) to terminate such security interests. (c) At any time that the respective Grantor desires that the Collateral Agent take any action described in Section 9.5(b) hereof, such Grantor shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to Sections 9.5(a) or 9.5(b) hereof. The Collateral Agent shall have no liability whatsoever to any other 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 9.5.

Termination; Release. (a) This The Pledged Collateral and the Secured Obligations of any Pledgor shall be released from the Lien of this Agreement shall continue in effect (notwithstanding accordance with the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all provisions of the Credit Agreement, including Section 9.11 of the Credit Agreement. Furthermore, when all the Secured Obligations have been paid in full (other than any (A) contingent obligations not then due and indemnification payable and (B) obligations not then dueand liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and (ii) the consummation Commitments of the Exchange Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement Closingshall have expired or been sooner terminated and all Letters of Credit have been terminated or Cash Collateralized, this Agreement shall terminate. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement the Pledged Collateral shall be automatically released from the Lien of this Agreement. Upon the sale or disposition of any Pledged Collateral pursuant to a transaction permitted under the Credit Agreement (other than any sale or disposition to another Pledgor), such Pledged Collateral shall be automatically released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the Liens granted hereunder sole cost and expense of the Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (subject to Section 7.8in the case of a release) and shall prepare and record any and all termination statements as may be appropriate in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to terminate all the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements and or releases, or other filings made in connection with documentation as such Pledgor shall reasonably request) acknowledging the Liens granted hereundertermination hereof or the release of such Pledged Collateral, as the case may be. (b) If any Pledgor becomes an Excluded Subsidiary or otherwise ceases to be a Guarantor in accordance with the provisions of the Credit Agreement, the Collateral shall be soldAgent will, transferred or otherwise disposed at the Borrower’s expense and upon receipt of any certifications reasonably requested by the Grantor Collateral Agent in a transaction permitted by this Agreement or connection therewith and in accordance with the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear terms of the Lien and security interest created hereby; provided thatCredit Agreement, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar applicable Pledgor such documents that the Grantor shall as such Pledgor may reasonably request from time to time to evidence the release of such termination. Any execution Pledgor from the assignment and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holdersecurity interest granted hereunder and from its obligations hereunder.

Termination; Release. (a) This Agreement shall continue in effect When all the Secured Obligations (notwithstanding the fact that from time other than contingent indemnification Obligations as to time there may be which no Obligations outstandingclaim has been asserted) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation Commitments of the Exchange Lenders to make any Loan under the ABL Credit Agreement Closingshall have expired or been sooner terminated in accordance with the provisions of the ABL Credit Agreement, this Agreement shall terminate. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and Agreement, or as otherwise provided in the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of ABL Credit Agreement, the Collateral shall be sold, transferred automatically released from the Lien of this Agreement. Upon such release or otherwise disposed any release of by Collateral or any part thereof in accordance with the Grantor in a transaction permitted by this Agreement or provisions of the NoteABL Credit Agreement, the security interest created hereby in any Collateral that is so soldAgent shall, transferred or otherwise disposed of shall automatically terminate and be released upon the closing request and at the sole cost and expense of such salethe Pledgors, assign, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeePledgor, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderCollateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral, proper documents and instruments that any Pledgor shall reasonably request (including UCC‑3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (b) A Pledgor shall automatically be released from its obligations hereunder and the security interest in the Collateral of such Pledgor shall be automatically released upon the consummation of any transaction permitted by the ABL Credit Agreement as a result of which such Pledgor ceases to be a Subsidiary of the Borrower in accordance and in compliance with the terms of the ABL Credit Agreement. (c) Upon any sale or transfer by any Pledgor of any Collateral that is permitted under the ABL Credit Agreement (other than a sale or transfer to another Loan Party in accordance and in compliance with the terms of the ABL 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 10.02 of the ABL Credit Agreement, the security interest in such Collateral shall be automatically released.

Termination; Release. When all the Credit Agreement Obligations (aother than (A) This Agreement shall continue in effect contingent indemnification obligations not yet due and payable and (notwithstanding the fact that from time to time there may be no Obligations outstandingB) until (such occurrence being the “Termination Date”obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) the earlier of (i) the time at which all of the Obligations have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than any contingent obligations not then due Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and indemnification obligations not then due) and (ii) the consummation of the Exchange applicable L/C Issuers shall have been made), this Agreement Closingshall terminate. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement Agreement, the Collateral and the Liens granted hereunder (subject to Section 7.8) and Mortgaged Property shall prepare and record be released from the Lien of this Agreement. Upon such release or any and all termination statements as may be appropriate to terminate all financing statements and other filings made release of Collateral or the Mortgaged Property or any part thereof in connection accordance with the Liens granted hereunder. (b) If any provisions of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the NoteCredit Agreement, the security interest created hereby in any Collateral that is so soldAdministrative Agent shall, transferred or otherwise disposed of shall automatically terminate and be released upon the closing request and at the sole cost and expense of such salethe Grantors, assign, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeeGrantors, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderAdministrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreement.

Termination; Release. (a) This When all the Credit Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation Commitments of the Exchange Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement Closingshall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate (including, without limitation, any Lien granted hereunder for the benefit of the Existing Senior Notes Secured Parties). Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the Liens granted hereunder sole cost and expense of the Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (subject to Section 7.8in the case of a release) and shall prepare and record any and all termination statements as may be appropriate in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to terminate all the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements and other filings made in connection with or releases) acknowledging the Liens granted hereundertermination hereof or the release of such Pledged Collateral, as the case may be. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this This Agreement or the Note, and the security interest created with respect to the Pledge Collateral shall terminate with respect to the Existing Senior Notes Trustee and the Existing Senior Notes Holders when all Existing Senior Notes Obligations have been indefeasibly paid in full. (c) A Pledgor shall automatically be released from its obligations hereunder if it ceases to be a Guarantor in accordance with Section 9.11(b) of the Credit Agreement. (d) The Lien granted hereby in any Pledged Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released (i) upon the closing sale or disposition thereof (other than any sale or disposition to another Pledgor) provided that such sale or disposition is permitted by the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 9.11(a)(iii) of the Credit Agreement. Any such release in connection with any sale, transfer or other disposition, and disposition of such Collateral shall be sold result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (ce) In connection with any of the foregoingtermination or release pursuant to paragraph (c) or (d) above, the Holder Collateral Agent shall execute and deliver to the Grantor or the Grantor’s designeeany Pledgor, at the Grantorsuch Pledgor’s expense, all UCC termination statements and similar documents that the Grantor such Pledgor shall reasonably request from time to time to evidence such terminationtermination or release. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 11.4 shall be without recourse to or warranty by the HolderCollateral Agent.

Termination; Release. (a) This After the Termination Date, this Agreement shall continue terminate (provided that all indemnities set forth herein including, without limitation, in effect Section 8.1 hereof shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (notwithstanding including UCC termination statements on form UCC-3) acknowledging the fact that from time satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to time there such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be no Obligations outstanding) until (such occurrence being in the “possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date”" shall mean the date upon which the Total Commitment under the Credit Agreement has been terminated and all Covered Agreements entered into with any Other Creditor have been terminated, no Note under the Credit Agreement is outstanding and all Loans thereunder have been repaid in full, all Letters of Credit issued under the Credit Agreement have been terminated and all Obligations (other than indemnities described herein and described in Section 12.01 of the Credit Agreement, and any other indemnities set forth in any other Credit Documents, in each case which are not then due and payable) then due and payable have been paid in full. (b) In the earlier event that any part of the Collateral is sold or otherwise disposed of (ito a Person other than a Credit Party) (x) at any time prior to the time at which all of the Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminated, in connection with a sale or disposition permitted by Section 8.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 12.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other than any contingent obligations not then due Secured Debt Agreements, and indemnification obligations not then duein the case of clauses (x) and (iiy), the proceeds of such sale or disposition (or from such release) are applied in accordance with the consummation terms of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Credit Agreement or such other Secured Debt Agreement, as the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided thatcase may be, to the extent required by this Agreement or the Noteto be so applied, the Holder shall have consented Collateral Agent, at the request and expense of such Assignor, will duly release from security interest created hereby (and will execute and deliver such documentation, including termination or partial release statements and the like in connection therewith) and assign, transfer and deliver to such saleAssignor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold, transfer or other disposition; providedotherwise disposed of, furtheror released, that such security interest will continue and as may be in the possession of the Collateral Agent and has not theretofore been released pursuant to attach to all proceeds of such salesthis Agreement. Furthermore, transfers or other dispositions except to upon the extent such proceeds are the subject release of any Subsidiary Guarantor from the Subsidiaries Guaranty in accordance with the provisions thereof, such sale, assignment, transfer or disposition or as otherwise consented to Assignor (and the Collateral at such time assigned by Holderthe respective Assignor pursuant hereto) shall be released from this Agreement. (c) In connection with At any time that an Assignor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoingforegoing Section 10.8(a) or (b), the Holder such Assignor shall execute and deliver to the Grantor Collateral Agent a certificate signed by an Authorized Officer of such Assignor stating that the release of the respective Collateral is permitted pursuant to such Section 10.8(a) or (b). At any time that the Borrower or the Grantor’s designeerespective Assignor desires that a Subsidiary of the Borrower which has been released from the Subsidiaries Guaranty be released hereunder as provided in the last sentence of Section 10.8(b), at it shall deliver to the Grantor’s expense, all UCC termination statements Collateral Agent a certificate signed by an Authorized Officer of the Borrower and similar documents the respective Assignor stating that the Grantor shall reasonably request from time to time to evidence such termination. Any execution release of the respective Assignor (and delivery of termination statements or documents its Collateral) is permitted pursuant to such Section 10.8(b). (d) The Collateral Agent shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it in accordance with (or which the Collateral Agent in the absence of gross negligence and willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable jurisdiction) believes to be in accordance with) this Section 7.12 shall be without recourse to or warranty by the Holder10.8.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding If the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Seller Obligations have been paid in full as of the Termination Date (as defined below), this Agreement and the security interest created hereby shall terminate, and the Collateral Agent, at the request and expense of the Pledgor, will execute and deliver to the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to the Pledgor (without recourse and without any representation or warranty other than a representation that the Collateral Agent has not granted any contingent obligations not then due and indemnification obligations not then duelien on or security interest in the Collateral) and (ii) the consummation such of the Exchange Collateral as may be in the possession of the Collateral Agent or any of its sub-agents and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Collateral Agent or any of its sub-agents hereunder. As used in this Agreement, "Termination Date" shall mean the date upon which the Commitments and all Interest Rate Protection or Other Hedging Agreements have been terminated, no Note under the Credit Agreement Closingis outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated and all Obligations then owing have been paid in full. Upon the occurrence If any Seller Obligations remain outstanding as of the Termination Date, (x) Bankers Trust Company or any successor thereto shall cease to be the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) Collateral Agent and shall prepare and record any and be relieved of all termination statements as may be appropriate obligations hereunder, (y) the Seller Agent shall become the Collateral Agent succeeding to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Collateral rights and obligations of Bankers Trust Company or its successor and (z) Bankers Trust company shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor Seller Agent the certificates and instruments representing the Pledged stock and the Pledged Notes, together with any stock powers or other instruments of transfer then in the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderCollateral Agent's possession.

Termination; Release. (a) This Agreement Security Agreement, the Lien in favor of the Collateral Agent (for the benefit of itself and the other Credit Parties) and all other security interests granted hereby shall continue in effect (notwithstanding the fact that from time terminate with respect to time there may be no all Secured Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of when (i) the time at which all of the Obligations Commitments shall have expired or been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and terminated, (ii) the consummation principal of and interest on each Loan and all fees and other Secured Obligations shall have been indefeasibly paid in full in cash and (iii) all other Obligations (other than contingent indemnification obligations for which claims have not been asserted) have been indefeasibly paid in full in cash pursuant to the terms of the Exchange Agreement Closing. Upon the occurrence of the Termination DateCredit Agreement, the Holder shall forthwith cause the satisfactionprovided, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made however, that in connection with the Liens granted hereundertermination of this Security Agreement, the Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked and (y) any Secured Obligations that may thereafter arise under Section 10.04 of the Credit Agreement (other than contingent indemnification obligations for which claims have not been asserted). (b) If any of the The Collateral shall be sold, transferred released from the Lien of this Security Agreement in accordance with the provisions of the Credit Agreement. Upon termination hereof or otherwise disposed any release of by Collateral in accordance with the Grantor in a transaction permitted by this Agreement or provisions of the NoteCredit Agreement, the security interest created hereby in any Collateral that is so soldAgent shall, transferred or otherwise disposed of shall automatically terminate and be released upon the closing request and at the sole reasonable cost and expense of such salethe Grantors, assign, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeeGrantors, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderCollateral Agent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (c) At any time that the respective Grantor desires that the Collateral Agent take any action described in clause (b) of this SECTION 9.5, such Grantor shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to clause (a) or (b) of this SECTION 9.5. The Collateral Agent shall have no liability whatsoever to any other Credit 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 9.5.

Termination; Release. (a) This The Pledged Collateral and the Secured Obligations of any Pledgor shall be released from the Lien of this Agreement shall continue in effect (notwithstanding accordance with the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all provisions of the Credit Agreement, including, without limitation, Section 9.11(a), (b) or (c) of the Credit Agreement. Furthermore, when all the Secured Obligations have been paid in full (other than any (A) contingent obligations not then due and indemnification obligations not then due) payable and (iiB) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements), the consummation Commitments of the Exchange Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement Closingshall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Pledged Collateral shall be sold, transferred automatically released from the Lien of this Agreement. Upon the sale or otherwise disposed disposition of by the Grantor in any Pledged Collateral pursuant to a transaction (including a dividend or distribution) permitted by this under the Credit Agreement (other than any sale or the Notedisposition to another Pledgor), the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Pledged Collateral shall be sold free and clear automatically released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the NoteCredit Agreement, the Holder shall have consented to such saleAdministrative Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeePledgor, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderAdministrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases, or other documentation as such Pledgor shall reasonably request) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding When all the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Secured Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then dueobligations) and (ii) the consummation Commitments of the Exchange Lenders to make any Loan under the Credit Agreement Closingshall have expired or been sooner terminated, this Agreement shall terminate and the Pledged Collateral shall be released from the Lien of this Agreement, all without further delivery of any instrument or further action by any party, and all rights in the Collateral shall revert to the applicable Pledgor. Upon such release, the occurrence Collateral Agent shall, upon the request and at the sole cost and expense of the Termination DatePledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Holder shall forthwith cause Collateral Agent except as to the satisfactionfact that the Collateral Agent has not encumbered the released assets, discharge and termination such of this Agreement and the Liens granted hereunder Pledged Collateral or any part thereof to be released (subject to Section 7.8in the case of a release) and shall prepare and record any and all termination statements as may be appropriate in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to terminate all the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements and other filings made in connection with or releases) acknowledging the Liens granted hereundertermination hereof or the release of such Pledged Collateral, as the case may be. (b) If any of the Pledged Collateral shall be is sold, transferred or otherwise disposed of by the Grantor any Pledgor in a transaction permitted by this the Credit Agreement or the Note, the security interest created hereby in (other than any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other dispositiondisposition to another Pledgor), and then the Lien created pursuant to this Agreement in such Pledged Collateral shall be sold free released, and clear of the Lien Administrative Agent, at the request and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds sole expense of such salesPledgor, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to such Pledgor all releases or other documents reasonably necessary or desirable for the Grantor or release of such Pledged Collateral from the Grantorsecurity interests created hereby; provided that Borrower shall provide to the Collateral Agent evidence of such transaction’s designee, at compliance with the Grantor’s expense, all UCC termination statements and similar documents that Credit Agreement as the Grantor Collateral Agent shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holderrequest.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which When all of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit (as defined in the Credit Agreement) under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall automatically terminate and (ii) upon the consummation disposition of any Pledged Collateral by any Pledgor (other than a disposition to another Pledgor) permitted by, and in accordance with, the Exchange Agreement ClosingCredit Agreement, the pledge hereunder in respect of such Pledged Collateral only shall terminate and such Pledged Collateral shall automatically be released from the Lien of this Agreement. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and Pledged Collateral shall prepare and record automatically be released from the Lien of this Agreement. Upon such release or any and all termination statements as may be appropriate to terminate all financing statements and other filings made release of Pledged Collateral or any part thereof in connection accordance with the Liens granted hereunder. (b) If any provisions of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the NoteCredit Agreement, the security interest created hereby in any Collateral that is so soldAgent shall, transferred or otherwise disposed of shall automatically terminate and be released upon the closing request and at the sole cost and expense of such salethe Pledgors, assign, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeePledgor, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderCollateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC‑3 termination financing statements, mortgage releases, property releases or other releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. (b) Notwithstanding the foregoing, if (i) the Obligations (other than contingent indemnification obligations not then due) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit (as defined in the Credit Agreement) under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, (ii) Obligations of the type described in clause (b) of the definition of Obligations (“Remaining Obligations”) remain outstanding and (iii) all or a portion of the repayment of the Obligations is financed by the proceeds of Indebtedness of one or more Loan Parties or any affiliate of a Loan Party (“Refinancing Indebtedness”) which Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as if the Remaining Obligations have been paid in full and the provisions of paragraph (a) of this Section 14.4 shall apply concurrently with the incurrence of the Refinancing Indebtedness and the securing of the Refinancing Indebtedness and the Remaining Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not terminate but shall remain in full force and effect.

Termination; Release. (a) This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which Credit Agreement has terminated pursuant to its express terms and (ii) all of the Obligations have been paid in full (other than any contingent obligations not then due for which no claim has been made) have been indefeasibly paid and indemnification obligations not then due) performed in full and (ii) the consummation no commitments of the Exchange Agreement ClosingAdministrative Agent or the Secured Parties which would give rise to any Obligations are outstanding. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Security Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Collateral shall be soldreleased from the Lien of this Security Agreement. Upon any sale, transferred lease, transfer or otherwise disposed other disposition by any Grantor (and to any Person that is not another Grantor) of by the Grantor in a transaction any Collateral that is permitted by this Agreement and made in accordance with all applicable terms of the Credit Agreement, or upon the Noteeffectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.1 of the Credit Agreement, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall in each case be sold free automatically released. Upon any such release contemplated above, the Administrative Agent shall, upon the request and clear at the sole cost and expense of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such saleGrantors, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the such Grantor’s designee, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderAdministrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral or any part thereof to be released (in the case of any such Collateral to be released that is then in the possession of the Administrative Agent), and all proper documents and instruments (including UCC-3 termination financing statements or releases) as are reasonably requested by any Grantor acknowledging the termination hereof or the release of such Collateral, as the case may be. (b) If, in compliance with this Security Agreement and the Credit Agreement, (i) any Voting Stock issued by any First-Tier Foreign Subsidiary is redeemed by such First-Tier Foreign Subsidiary, (ii) any Voting Stock issued by any First-Tier CFC Holdco is redeemed by such First-Tier CFC Holdco, (iii) any Subsidiary becomes a First-Tier Foreign Subsidiary or a First-Tier CFC Holdco, or (iv) any Subsidiary becomes a Subsidiary of a First-Tier Foreign Subsidiary, then, in each case, the Capital Stock of the relevant Subsidiary or First-Tier CFC Holdco shall be automatically and without further action released from the security interests created by this Agreement so that the Capital Stock of such Subsidiary or First-Tier CFC Holdco subject to the security interests created by this Agreement shall not at any time include more than 65% of the total outstanding Voting Stock of any First-Tier Foreign Subsidiary or any First-Tier CFC Holdco or any Capital Stock of any Subsidiary of a First-Tier Foreign Subsidiary, and, upon the written request of the applicable Grantor, any certificates representing such released Capital Stock shall be returned to such Grantor.

Termination; Release. (a) This On the Termination Date (as defined below), this Agreement shall continue terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Pledgors (provided that all indemnities set forth herein including, without limitation, in effect Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (notwithstanding including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the fact that from time security interest created hereby and assign, transfer and deliver to time there such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be no Obligations outstanding) until in the possession of the Pledgee or any of its sub-agents hereunder and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such occurrence being the Uncertificated Security pursuant to Section 3.2(a)(ii). As used in this Agreement, “Termination Date”) ” shall mean the earlier of (i) date upon which the time at which Total Commitment under the Credit Agreement has been terminated and all of the Credit Document Obligations have been paid in full, no Note (as such term is defined in the Credit Agreement) under the Credit Agreement is outstanding and all Term Loans thereunder have been repaid in full (other than any (x) contingent obligations not then due and indemnification obligations not then due) and (iiy) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge obligations and termination of this Agreement liabilities under Designated Interest Rate Protection Agreements and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunderDesignated Treasury Services Agreements). (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holder.

Termination; Release. (a) This On the Termination Date, this Agreement shall continue terminate (provided that all indemnities set forth herein including, without limitation in effect Section 8.1 hereof and in Section 6 of Annex N hereto, shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (notwithstanding including Uniform Commercial Code termination statements on form UCC-3) acknowledging the fact that from time satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to time there such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be no Obligations outstanding) until (such occurrence being in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date”) ” shall mean the earlier date upon which the Total Commitments under the Credit Agreement have been terminated and all Interest Rate Agreements entered into with any Interest Rate Creditor have been terminated (or cash collateralized in a manner reasonably satisfactory to the Administrative Agent), no Note under the Credit Agreement is outstanding and all Loans thereunder have been repaid in full in cash in accordance with the terms thereof, all Letters of Credit issued under the Credit Agreement have been terminated (i) or cash collateralized in a manner satisfactory to the time at which Administrative Agent), all of the Second Lien Obligations have been paid in full in cash (or defeased or discharged) in accordance with the terms thereof and all other than any contingent obligations not Obligations then due and indemnification obligations not then duepayable have been paid in full; provided, however, at such time as (x) all First Lien Obligations have been paid in full in cash in accordance with the terms thereof and all Commitments under the Credit Agreement have been terminated and all Letters of Credit have been terminated or cash collateralized in a manner satisfactory to the Administrative Agent or (iiy) the consummation First Lien Creditors have released their Liens on all of the Exchange Agreement Closing. Upon the occurrence of the Termination DateCollateral then, the Holder shall forthwith cause the satisfactionin either case, discharge and termination of this Agreement and the Liens granted hereunder security interests created hereby shall terminate (subject to provided that all indemnities set forth herein (including, without limitation, in Section 7.88.1 hereof) and in Section 6 of Annex N hereto shall prepare and record survive such termination) unless, in the case of preceding clause (x), any and all termination statements Event of Default under the Senior Secured Notes Indenture exists as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Collateral shall be solddate on which the First Lien Obligations are repaid in full and terminated as described in such clause (x), transferred or otherwise disposed of by in which case the Grantor in a transaction permitted by security interests created under this Agreement or in favor of the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and Second Lien Creditors will not be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject Collateral or any portion thereof was disposed of any such sale, assignment, transfer or disposition or as otherwise consented in order to by Holder. repay the First Lien Obligations (c) In connection with any although the security interests created in favor of the foregoing, Second Lien Creditors will be released when such Event of Default and all other Events of Default under the Holder shall execute and deliver Senior Secured Notes Indenture cease to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holderexist).

Termination; Release. (a) This After the Termination Date, this Agreement shall continue terminate (provided that all indemnities set forth herein including, without limitation, in effect Section 8.1 hereof shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (notwithstanding including Uniform Commercial Code termination statements on Form UCC-3) acknowledging the fact that from time satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to time there such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be no Obligations outstanding) until (such occurrence being in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date”) ” shall mean the earlier date upon which the Total Commitment and all Interest Rate Protection Agreements and Other Hedging Agreements entitled to the benefits of this Agreement have been terminated, no Note, Loan or Letter of Credit is outstanding and all other Obligations (i) the time at which all other than indemnities described in Section 8.1 hereof and described in Section 12.13 of the Obligations Credit Agreement, and any other indemnities set forth in any other Security Documents, in each case which are not then due and payable) have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereundercash. (b) If In the event that any part of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor is sold in connection with a transaction sale permitted by this Section 8.02 of the Credit Agreement or is otherwise released at the Notedirection of the Required Secured Creditors, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold or released free and clear of the Lien and security interest Liens created hereby; provided that, to the extent required by this Agreement and the Collateral Agent, at the request and expense of such Assignor, will execute and deliver such documentation to evidence such release (including UCC-3 termination or partial release statements and the Notelike) and will assign, the Holder shall have consented transfer and deliver to such sale, transfer Assignor (without recourse and without any representation or other disposition; provided, further, that warranty) such security interest will continue of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent and has not theretofore been released pursuant to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holderthis Agreement. (c) In connection with any the event that all of the foregoingcapital stock of one or more Assignors is sold or otherwise disposed of or liquidated in compliance with the requirements of Section 8.02 of the Credit Agreement (or such sale or other disposition or liquidation has been approved in writing by the Required Secured Creditors), upon the Holder consummation of such sale, disposition or liquidation such Assignor shall execute be released from this Agreement and this Agreement shall, as to each such Assignor or Assignors, terminate, and have no further force or effect (it being understood and agreed that the sale of one or more Persons that own, directly or indirectly, all of the capital stock or other equity interests of any Assignor shall be deemed to be a sale of such Assignor for the purposes of this Section 10.8(c)). (d) At any time that the respective Assignor desires that Collateral be released as provided in the foregoing Section 10.8(a), (b) or (c), it shall deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents Collateral Agent a certificate signed by an authorized officer of such Assignor stating that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery release of termination statements or documents the respective Collateral is permitted pursuant to Section 10.8(a), (b) or (c) hereof. (e) The Collateral Agent shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it in accordance with this Section 7.12 shall be without recourse to or warranty by the Holder10.8.

Termination; Release. (a) This Agreement shall continue in effect terminate and the Collateral shall be automatically released from the Lien of this Agreement when the principal of and interest and premium (notwithstanding if any) on the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which Loan, and all of the Obligations fees and all other expenses or amounts payable under this Agreement shall have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) for which no claim or demand has been made and (ii) that, pursuant to the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination provisions of this Agreement and or the Liens Security Documents, survive the termination thereof). Upon termination hereof, the security interests granted hereunder (subject to Section 7.8) and by the Security Documents shall prepare and record any automatically terminate and all rights to the Collateral shall revert to the applicable Obligor. Upon termination statements hereof or any release of Collateral in accordance with the provisions of this Agreement, the Security Trustee shall promptly execute and deliver to such Obligor all releases or other documents prepared by the Obligor and in form and substance reasonably satisfactory to the Security Trustee, any vessel registry or other registry, as applicable, and, upon the written request and at the sole cost and expense of the Obligors, take such reasonable further actions for the release of such Collateral from the security interests created thereby, and assign, transfer and deliver to the Obligors, against receipt and without recourse to or warranty of any kind (either express or implied), such of the Collateral to be released (in the case of a release) as may be appropriate in possession or control of such Finance Party and as shall not have been sold or otherwise applied pursuant to terminate all financing the terms hereof, and, with respect to any other Collateral, with such endorsements or proper documents and instruments (including UCC-3 termination statements and other filings made in connection with or releases) acknowledging the Liens granted hereundertermination hereof or the release of such Collateral, as the case may be. (b) If any of the Collateral shall be is sold, transferred or otherwise disposed of by the Grantor any Obligor (other than to another Obligor) in a transaction permitted by this Agreement or Agreement, then the Note, the security interest lien created hereby pursuant to any Security Document in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free released, and clear the Security Trustee, at the reasonable request and sole expense of such Obligor, shall promptly execute and deliver to such Obligor all releases or other documents prepared by such Obligor and in form and substance reasonably satisfactory to the Security Trustee, and, upon the written request and at the sole cost and expense of the Lien and security interest created hereby; provided thatObligors, to take such reasonable further actions for the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds release of such sales, transfers or other dispositions except to Collateral from the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holdersecurity interests created thereby. (c) In connection with Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, in no event shall the Security Trustee have any obligation to execute or authorize any document or instrument evidencing any release of Collateral or Obligor unless it shall first receive a certificate from a Responsible Officer of the foregoingapplicable Obligor certifying that such execution or authorization, and the Holder shall execute release related thereto, is authorized and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty permitted by the HolderLoan Documents and all conditions precedent to such release and execution or authorization of such document or instrument evidencing such release have been satisfied, upon which certification the Security Trustee may conclusively rely without investigation or inquiry.

Termination; Release. (a) This On the Termination Date (as defined below), this Agreement shall continue terminate (provided that all indemnities set forth herein including, without limitation, in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (Section 11 hereof shall survive any such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then duetermination) and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (iiincluding UCC termination statements) acknowledging the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge satisfaction and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all including, without limitation, UCC termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any instruments of the Collateral shall be soldsatisfaction, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Notedischarge and/or reconveyance), and will duly release from the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such saleassign, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Grantor Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements otherwise applied or documents released pursuant to this Section 7.12 shall be without recourse to or warranty Agreement, together with any moneys at the time held by the HolderPledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the date upon which the Commitments under the Credit Agreement have been terminated and all Interest Rate Protection Agreements and Other Hedging Agreements entitled to the benefits of this Agreement have been terminated, no Letter of Credit or Note (as defined in the Credit Agreement) is outstanding (and all Loans have been paid in full), all Letters of Credit have been terminated, and all other Obligations (other than indemnities described in Section 11 hereof and described in Section 12.06 of the Credit Agreement, and any other indemnities set forth in any other Security Documents, in each case which are not then due and payable) then due and payable have been paid in full.

Termination; Release. (a) This On the Termination Date (as defined below), this Agreement shall continue terminate (provided that all indemnities set forth herein including, without limitation, in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (Section 11 hereof shall survive any such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then duetermination) and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (iiincluding UCC termination statements) acknowledging the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and the Liens granted hereunder (instruments of satisfaction, discharge and/or reconveyance), and will, subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any provisions of the Collateral shall be soldIntercreditor Agreement, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, duly release from the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such saleassign, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Grantor Collateral as may be in the possession of the Pledgee or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements any of its sub-agents hereunder and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements as has not theretofore been sold or documents otherwise applied or released pursuant to this Section 7.12 shall be without recourse to or warranty Agreement, together with any moneys at the time held by the HolderPledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the date upon which (i) the TL Obligations Termination Date shall have occurred and (ii) all Intermediate Holdco Credit Document Obligations (other than those arising from indemnities for which no claim has been made) then owing have been paid in full.

Termination; Release. (a) This Agreement Security Agreement, the Lien in favor of the Agent (for the benefit of itself and the other Credit Parties) and all other security interests granted or otherwise held by Agent (for the benefit of itself and the other Credit Parties) shall continue in effect (notwithstanding automatically terminate without further action on the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier part of any Person, when (i) the time at which Commitments shall have expired or been terminated and the L/C Issuer has no further obligation to issue Letters of Credit (as defined in the Credit Agreement) under the Credit Agreement, (ii) the principal of and interest on each Loan and all of the fees and other Secured Obligations shall have been paid in full in cash, and (iii) all Letters of Credit (as defined in the Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, (B) been Cash Collateralized to the extent required by the Credit Agreement, or (C) been supported by another letter of credit in a manner reasonably satisfactory to the L/C Issuer and the Agent, provided, however, that (A) this Security Agreement, the Lien in favor of the Agent (for the benefit of itself and the other than any contingent obligations not then due and indemnification obligations not then dueCredit Parties) and all other security interests granted hereby shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Party or any Grantor upon the bankruptcy or reorganization of any Grantor or otherwise, and (iiB) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereundertermination of this Security Agreement, the Agent may require such indemnities and collateral security as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (y) any obligations that may thereafter arise with respect to the Other Liabilities, and (z) any Secured Obligations that may thereafter arise under Section 10.04 of the Credit Agreement. (b) If any of the The Collateral shall be sold, transferred automatically released from the Lien of this Security Agreement in accordance with the provisions of this Security Agreement and the Credit Agreement. Upon termination hereof or otherwise disposed any release of by Collateral in accordance with the Grantor in a transaction permitted by provisions of this Security Agreement or and the NoteCredit Agreement, the security interest created hereby in any Collateral that is so soldAgent shall promptly, transferred or otherwise disposed of shall automatically terminate and be released upon the closing request and at the sole cost and expense of such salethe Grantors, assign, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor Grantors or the Grantor’s designeetheir designees, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderAgent, such of the Collateral or other property to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) that has been delivered to the Agent pursuant to the terms hereof and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or property, proper documents and instruments (including authorization to file UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral or property, as the case may be. (c) At any time that the respective Grantor desires that the Agent take any action described in clause (b) of this SECTION 9.5, such Grantor shall, upon request of the Agent, deliver to the Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to clause (a) or (b) of this SECTION 9.5. The Agent shall have no liability whatsoever to any other Credit Party as the result of any release of Collateral by it as permitted (or which the Agent in good faith believes to be permitted) by this SECTION 9.5.

Termination; Release. (a) This On the Termination Date, this Agreement and the security interests created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof and Section 6 of Annex N to the U.S. Security Agreement shall continue survive any such termination), and the Pledgee, at the request and expense of any Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any monies at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). As used in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the this Agreement, “Termination Date”) ” shall mean the earlier of date upon which the Total Commitments under the Credit Agreement have been terminated and all Interest Rate Agreements entered into with any Interest Rate Creditor have been terminated (i) or cash collateralized to the time at which all reasonable satisfaction of the Pledgee), no Note under the Credit Agreement is outstanding and all Loans thereunder have been repaid in full in cash in accordance with the terms thereof, all Letters of Credit issued under the Credit Agreement have been terminated (or cash collateralized in a manner satisfactory to the Administrative Agent), all Second Lien Obligations have been paid in full in cash (or defeased or discharged) in accordance with the terms thereof and all other than any contingent obligations not Obligations then due and indemnification obligations not then duepayable have been paid in full in accordance with the terms thereof; provided, however, at such time as (x) all First Lien Obligations have been paid in full in cash in accordance with the terms thereof and all Commitments under the Credit Agreement have been terminated and all Letters of Credit have been terminated or cash collateralized in a manner satisfactory to the Administrative Agent or (iiy) the consummation First Lien Creditors have released their Liens on all of the Exchange Agreement Closing. Upon the occurrence of the Termination DateCollateral then, the Holder shall forthwith cause the satisfactionin either case, discharge and termination of this Agreement and the Liens granted hereunder security interests created hereby shall terminate (subject to provided that all indemnities set forth herein (including, without limitation, in Section 7.811 hereof) and in Section 6 of Annex N to the U.S. Security Agreement shall prepare and record survive such termination) unless, in the case of preceding clause (x), any and all termination statements Event of Default under the Senior Secured Notes Indenture exists as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Collateral shall be solddate on which the First Lien Obligations are repaid in full and terminated as described in such clause (x), transferred or otherwise disposed of by in which case the Grantor in a transaction permitted by security interests created under this Agreement or in favor of the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and Second Lien Creditors will not be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject Collateral or any portion thereof was disposed of any such sale, assignment, transfer or disposition or as otherwise consented in order to by Holder. repay the First Lien Obligations (c) In connection with any although the security interests created in favor of the foregoing, Second Lien Creditors will be released when such Event of Default and all other Events of Default under the Holder shall execute and deliver Senior Secured Notes Indenture cease to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holderexist).

Termination; Release. (a) This On the [earlier of the Termination Date (as defined below) and the Trigger Date (as defined below)]1 [Termination Date (as defined below)]2, this Agreement and the security interest created hereby shall continue terminate (provided that all indemnities set forth herein including, without limitation, in effect Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the Pledgor, will execute and deliver to the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (notwithstanding including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the fact that from time security interest created hereby and assign, transfer and deliver to time there the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be no Obligations outstandingin the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the limited liability company pursuant to Section 3.2(a)(ii) until (such occurrence being the hereof. As used in this Agreement, “Termination Date”) ” shall mean the earlier date upon which the Total Commitments under the Credit Agreement have been terminated and all Interest Rate Protection Agreements or Other Hedging Agreements entitled to the benefits of this Agreement have been terminated, no Note is outstanding (i) and all Loans have been paid in full), all Letters of Credit have been terminated (or cash collateralized in a manner consistent with the time at which Credit Agreement), and all of the other Obligations then due and payable have been paid in full (other than any contingent obligations not then due [, and indemnification obligations not then due) and (ii) “Trigger Date” shall mean the consummation of date the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Collateral shall be sold, Limited Liability Company Interests are transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, Pledgor to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by HolderNew Holdco]3. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holder.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding When all the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Secured Obligations have been paid in full (and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated, all Letters of Credit have been terminated or cash collateralized in an amount equal to not less than 110% of the outstanding amount of Reimbursement Obligations under such Letters of Credit plus interest, fees and costs related to such Letters of Credit or such other than any contingent obligations not then due arrangement satisfactory to the Issuing Bank, and all reimbursement and indemnification obligations not then due) and (ii) the consummation liabilities of the Exchange Collateral Agents under Control Agreements have been cash collateralized in an amount reasonably satisfactory to the Collateral Agents, this Agreement Closingshall terminate. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Pledged Collateral shall be sold, transferred released from the Lien of this Agreement. Upon such release or otherwise disposed any release of by Pledged Collateral or any part thereof in accordance with the Grantor in a transaction permitted by this Agreement or provisions of the NoteCredit Agreement, the security interest created hereby in any Collateral that is so soldAgents shall, transferred or otherwise disposed of shall automatically terminate and be released upon the closing request and at the sole cost and expense of such salethe Pledgors, assign, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeePledgor, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderCollateral Agents except as to the fact that the Collateral Agents have not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Agents and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, any proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be, which the Pledgors may reasonably request. (b) Notwithstanding the foregoing, if (i) the Obligations, other than the Secured Obligations of the type described in clause (b) of the definition of Secured Obligations (the "Remaining Secured Obligations"), have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated, all Letters of Credit have been terminated or cash collateralized in an amount equal to not less than 110% of the outstanding amount of Reimbursement Obligations under such Letters of Credit plus interest, fees and costs related to such Letters of Credit or such other arrangement satisfactory to the Issuing Bank, and all reimbursement and indemnification liabilities of the Collateral Agents under Control Agreements have been cash collateralized in an amount reasonably satisfactory to the Collateral Agents, (ii) the Remaining Secured Obligations have been cash collateralized in an amount reasonably satisfactory to the Collateral Agents and sufficient to satisfy the terms and conditions governing the Remaining Secured Obligations and (iii) all or a portion of the repayment of the Obligations is financed by the proceeds of Indebtedness of one or more Loan Parties or any affiliate of a Loan Party ("Refinancing Indebtedness") which Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as if the Remaining Secured Obligations have been paid in full and the provisions of paragraph (a) of this Section 11.4 shall apply concurrently with the incurrence of the Refinancing Indebtedness and the securing of the Refinancing Indebtedness and the Remaining Secured Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not terminate but shall remain in full force and effect. (c) The Collateral Agents will release the liens on any part of the Pledged Collateral to the extent required by Section 5.1 of the Intercreditor Agreement.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding the fact that from At such time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of as the Obligations (other than any Obligations owing to a Non-Lender Secured Party) then due and owing shall have been paid in full full, the Commitments under the Credit Agreement have been terminated and no Letters of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent), all Collateral shall be automatically released from the Liens created hereby, and this SGR Security Agreement and all obligations (other than any contingent obligations not then due and indemnification obligations not then duethose expressly stated to survive such termination) and (ii) the consummation of the Exchange Agreement ClosingCollateral Agent and each Grantor shall automatically terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Grantor. Upon At the occurrence request and sole expense of the Termination Dateany Grantor following any such termination, the Holder Collateral Agent shall forthwith promptly execute, acknowledge and deliver to such Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause the satisfactionto be done all other acts, discharge and termination of this Agreement and the Liens granted hereunder (subject as such Grantor shall reasonably request to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunderevidence such termination. (b) If Upon any Permitted Disposition of Collateral (whether by way of the sale of assets or the sale of Capital Stock of a Grantor of Collateral) of the type described in items (1), (2) (provided the requirements set forth in the first proviso to such section are satisfied), (4) and (5) of the definition of “Permitted Disposition” or any other type of Permitted Disposition involving divestiture of any Grantor’s title to the related Collateral under the Credit Agreement, the Lien pursuant to this SGR Security Agreement on such sold or disposed of Collateral shall be automatically released. In connection with any other Disposition of Collateral not covered by the preceding sentence (whether by way of the sale of assets or the sale of Capital Stock of a Grantor of such Collateral) permitted under the Credit Agreement, the Collateral Agent shall, upon receipt from such Grantor of a written request for the release of the Collateral subject to such sale or other disposition (or in the case of a sale of Capital Stock of such Grantor, the release of such Grantor’s Collateral), at such Grantor’s sole cost and expense, promptly execute, acknowledge and deliver to such Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as such Grantor shall reasonably request to evidence or effect the release of the Liens created hereby (if any) on such Collateral. (c) For the avoidance of doubt, (i) if any Slot ceases to be included in the Collateral because it ceases to be actually utilized in connection with the Scheduled Services or any Foreign Gate Leasehold ceases to be included in the Collateral because it ceases to be used for servicing the Scheduled Services relating to the airport at which such Foreign Gate Leasehold is located, such Slot or Foreign Gate Leasehold shall be soldautomatically released from the Lien of this SGR Security Agreement and (ii) subject to clause (1) of the first proviso to Section 1 hereof, transferred if any FAA Slot or otherwise disposed of Foreign Slot now held or hereafter acquired by the any Grantor becomes an FAA Route Slot or Foreign Route Slot, respectively, or any right, title, privilege, interest and authority now held or hereafter acquired by such Grantor in connection with the right to use or occupy space in an airport terminal becomes a transaction permitted by Foreign Gate Leasehold, such FAA Slot, Foreign Slot or right, title, privilege, interest and authority shall be automatically subject to the Lien of this Agreement or the Note, the security interest created hereby in SGR Security Agreement. (d) The Liens on any Account Collateral that is so soldwithdrawn from any Account (in each case, transferred in compliance with the Credit Agreement) prior to receipt of a Notice of Exclusive Control (as defined in the applicable Account Control Agreement) by the Securities Intermediary or otherwise disposed after receipt of a Rescission Notice (as defined in the Account Control Agreement) by the Securities Intermediary shall be automatically terminate released upon such withdrawal. (e) Upon the release of any Grantor from its guarantee of the Obligations pursuant to Section 9.05 of the Credit Agreement, such Grantor shall cease to be a Grantor hereunder and the items of Collateral owned by such Grantor shall be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of from the Lien and security interest created granted hereby; provided that, to the extent required by this Agreement or the Noteand in connection therewith, the Holder shall have consented to such saleCollateral Agent will, transfer or other disposition; providedat the applicable Grantor’s expense, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to such Grantor such documents as it shall reasonably request (without recourse and without any representation or warranty), including, without limitation, any UCC termination statements and any amendment or modification of this SGR Security Agreement pursuant to a SGR Security Agreement Supplement or otherwise, to evidence the release of such Grantor or the and such Grantor’s designeeCollateral from the Lien and security interest granted hereby and reassignment of all right, title and interest of the Collateral Agent in all of such Grantor’s Collateral to such Grantor. For the avoidance of doubt, upon any merger or consolidation pursuant to Section 6.10(d) of the Credit Agreement, the Collateral shall not be released pursuant to this Section 16(e) so long as following such merger or consolidation, the surviving entity is another Grantor party to this SGR Security Agreement. (f) Upon the direction of the Borrower pursuant to and in accordance with Section 6.09(c) of the Credit Agreement, such items of Collateral as may be specified by the Borrower shall be released from the Lien and security interest granted hereby, and in connection therewith, the Collateral Agent will, at the applicable Grantor’s expense, all execute and deliver to such Grantor such documents as it shall reasonably request (without recourse and without any representation or warranty), including, without limitation, any UCC termination statements and similar documents that the Grantor shall reasonably request from time any amendment or modification of this SGR Security Agreement pursuant to time a SGR Security Agreement Supplement or otherwise, to evidence the release of such termination. Any execution items of Collateral from the Lien and delivery security interest granted hereby and reassignment of all right, title and interest of the Collateral Agent in all of such Grantor’s specified Collateral to such Grantor. (g) If the Borrower or any other Grantor requests release documentation with respect to any Collateral released as provided in this Section 16, including UCC termination statements or documents other release-related documentation, the Borrower or other Grantor requesting such documentation shall deliver to the Collateral Agent an Officer’s Certificate stating that the release of such Grantor’s respective Collateral that is to be evidenced by such UCC termination statements or other instruments is permitted pursuant to this Section 7.12 16 and the relevant provisions of the Credit Agreement (provided that an Officer’s Certificate delivered to the Administrative Agent pursuant to Section 6.09(c) of the Credit Agreement shall be without recourse deemed to or warranty satisfy the requirements of this clause (g)). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by the Holderit as permitted by this Section 16.

Termination; Release. (a) This Agreement Security Agreement, the Lien in favor of the Agent (for the benefit of itself and the other Credit Parties) and all other security interests granted hereby shall continue in effect terminate with respect to all Secured Obligations (notwithstanding the fact that from time to time there may be no Obligations outstandingother than contingent indemnification obligations for which claims have not been asserted) until (such occurrence being the “Termination Date”) the earlier of when (i) the time at which all of the Obligations Term Loan Commitments shall have expired or been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) terminated and (ii) the consummation principal of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any interest on each Term Loan and all termination statements as may be appropriate to terminate all financing statements fees and other filings made Secured Obligations shall have been indefeasibly paid in connection with the Liens granted hereunderfull in cash. (b) If any of the The Collateral shall be soldreleased from the Lien of this Security Agreement in accordance with the provisions of the Credit Agreement. Upon such release, transferred or otherwise disposed in accordance with the provisions of by the Grantor in a transaction permitted by this Agreement or the NoteCredit Agreement, the security interest created hereby in any Collateral that is so soldAgent shall, transferred or otherwise disposed of shall automatically terminate and be released upon the closing request and at the sole cost and reasonable expense of such salethe Grantors, assign, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeeGrantors, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderAgent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) as may be in possession of the Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral, proper documents and instruments (including UCC 3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (c) At any time that the respective Grantor desires that the Agent take any action described in clause (b) of this SECTION 9.5, such Grantor shall, upon request of the Agent, deliver to the Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to clause (a) or (b) of this SECTION 9.5. The Agent shall have no liability whatsoever to any other Credit Party as the result of any release of Collateral by it as permitted (or which the Agent in good faith believes to be permitted) by this SECTION 9.5. (d) If any Grantor ceases to be a Guarantor in accordance with the provisions of Section 7.04 of the Credit Agreement, the Agent will, at the Grantors reasonable expense and upon receipt of any certifications reasonably requested by the Agent in connection therewith, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of the applicable Grantor from the security interests granted and obligations assumed hereunder.

Termination; Release. (a) This Agreement shall continue When all the Secured Obligations have been indefeasibly paid in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which full or all of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) Mortgaged Property shall otherwise be released from the consummation Lien of this Mortgage pursuant to the Exchange Agreement ClosingIndenture, the Lien of this Mortgage shall terminate. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to hereof or any release of the extent required by this Agreement Mortgaged Property or any portion thereof (whether arising from a sale of the NoteMortgaged Property or otherwise), the Holder shall have consented to such saleMortgagee shall, upon the request and at the sole cost and expense of the Mortgagor, forthwith assign, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeeMortgagor, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderMortgagee, such of the Mortgaged Property to be released (in the case of a release) as may be in possession of the Mortgagee and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Mortgaged Property, proper documents and instruments (including UCC-3 termination statements, releases or assignments of Mortgages) acknowledging the termination of the Lien hereof or the assignment or release of such Mortgaged Property, as the case may be. In the case of any such assignment, the terms of the same shall be without recourse to Mortgagee and without any representation or warranty (express, implied or otherwise) on behalf of Mortgagee, and Mortgagee shall not enter into or issue any other estoppels, agreements or other instruments in connection therewith. As a condition precedent to providing such assignment, Mortgagor shall pay all of Mortgagee’s out-of-pocket costs and expenses in connection therewith (including reasonable attorneys’ fees).

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which terminate when all of the Obligations have been fully paid in full and performed and the Commitments terminated or as otherwise explicitly permitted under the Credit Agreement and either no Letters of Credit are outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the satisfaction of the Administrative Agent. Upon such termination, the Administrative Agent shall on its behalf and on behalf of the other Agents and the Lenders reassign and redeliver (or cause to be reassigned and redelivered) to the relevant Pledgor, or to such person or persons as such Pledgor shall designate or to whomever may be lawfully entitled to receive such surplus, against receipt, such of the Collateral (if any) as shall not have been sold or otherwise applied by the Administrative Agent pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instruments of reassignment and release. Any such reassignment shall be without recourse upon or warranty by the Administrative Agent (other than a warranty that the Administrative Agent has not assigned its rights and interests hereunder to any contingent obligations not then due and indemnification obligations not then dueother Person) and (ii) at the consummation sole cost and expense of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereundersuch Pledgor. (b) If In the event that any part of the Collateral shall be sold, transferred is sold (except to Holdings or any of its Subsidiaries) in connection with a sale permitted by subsection 9.5 of the Credit Agreement or otherwise disposed of by released pursuant to the Grantor in a transaction permitted by this Credit Agreement or at the Note, direction of the security interest created hereby in any Collateral that is so sold, transferred Required Lenders (or otherwise disposed all Lenders if required by subsection 12.1 of shall automatically terminate the Credit Agreement) and be released upon the closing proceeds of such sale, transfer sale or other disposition, and sales or from such Collateral shall be sold free and clear release are applied in accordance with the provisions of subsection 5.4 of the Lien and security interest created hereby; provided thatCredit Agreement, to the extent required by this Agreement or the Noteto be so applied, the Holder shall have consented Administrative Agent, at the request and expense of the relevant Pledgor, will duly assign, transfer and deliver to such sale, transfer Pledgor (without recourse and without any representation or other disposition; provided, further, that warranty) such security interest will continue of the Collateral (and releases therefor) as is then being (or has been) so sold or released and has not theretofore been released pursuant to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holderthis Agreement. (c) In connection with the event that any Pledgor establishes a Receivables Facility that prohibits the pledge hereby of the foregoingCapital Stock of any Receivables SPV, as described in subsection 8.9(g) of the Credit Agreement, (and so long as such Receivables Facility is in effect and contains such prohibition), the Holder shall execute Administrative Agent, at the request and expense of the relevant Pledgor, will release the Capital Stock of such Receivables SPV and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such Pledged Stock (and releases therefor); PROVIDED that Holdings and the Grantor or Company shall use commercially reasonable efforts to grant a second priority perfected security interest in such Capital Stock to secure the Grantor’s designee, at obligations pursuant to the Grantor’s expense, Credit Documents (and shall take all UCC termination statements and similar documents action in connection therewith as may reasonably be requested by the Administrative Agent). (d) At any time that a Pledgor desires that the Grantor Administrative Agent assign, transfer and deliver Collateral (and releases therefor) as provided in subsection 23(a), (b) or (c) hereof, it shall reasonably request from time deliver to time to evidence the Administrative Agent a certificate signed by an executive officer of such termination. Any execution and delivery Pledgor stating that the release of termination statements or documents the respective Collateral is permitted pursuant to this Section 7.12 shall be without recourse to such subsection 23(a) or warranty by the Holder(b).

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding When all the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Secured Obligations have been paid in full (other than any indemnity or other contingent obligations not then due and indemnification obligations not then duefor which no claim has been made) and (ii) the consummation Commitments of the Exchange Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement Closingshall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Pledged Collateral shall be sold, transferred released from the Lien of this Agreement. Upon such release or otherwise disposed any release of by Pledged Collateral or any part thereof in accordance with the Grantor in a transaction permitted by this Agreement or provisions of the NoteCredit Agreement, the security interest created hereby in any Collateral that is so soldAgent shall, transferred or otherwise disposed of shall automatically terminate and be released upon the closing request and at the sole cost and expense of such salethe Pledgors, assign, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeePledgor, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderCollateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases and United States Patent and Trademark Office and U.S. Copyright Office releases and notices, as the case may be) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. (b) Notwithstanding the foregoing, if (i) the Obligations have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, (ii) Secured Obligations of the type described in clause (b) and/or (c) of the definition of Secured Obligations (“Remaining Secured Obligations”) remain outstanding and (iii) all or a portion of the repayment of the Obligations is financed by the proceeds of Indebtedness of one or more Loan Parties or any affiliate of a Loan Party (“Refinancing Indebtedness”) which Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as if the Remaining Secured Obligations have been paid in full and the provisions of paragraph (a) of this Section 11.4 shall apply concurrently with the incurrence of the Refinancing Indebtedness and the securing of the Refinancing Indebtedness and the Remaining Secured Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not terminate but shall remain in full force and effect.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of After the Termination Date, this Agreement and the Holder security interests created hereby shall forthwith cause terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the satisfactionPledgee, discharge at the request and expense of any Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on Form UCC-3) acknowledging the satisfaction and termination of this Agreement Agreement, and the Liens granted hereunder will duly assign, transfer and deliver to such Pledgor (subject to Section 7.8without recourse and without any representation or warranty) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any such of the Collateral shall be sold, transferred as has not theretofore been sold or otherwise disposed of by the Grantor in a transaction permitted by this Agreement applied or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty Agreement, together with any moneys at the time held by the HolderPledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3(a)(iv). As used in this Agreement, "Termination Date" shall mean the date upon which no obligations remain pursuant to the HEC/JCC Agreement or any other Minimum Payment Guaranty Documents and all Minimum Payment Guaranties have been terminated, the total commitments under the Credit Agreement have terminated, all Interest Rate Protection Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated, no Senior Subordinated Notes or Senior Subordinated Contingent Notes are outstanding and all other Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full.

Termination; Release. (ai) This Agreement Security Agreement, the Lien in favor of the Lender (for the benefit of itself and the other Credit Parties) and all other security interests granted hereby shall continue in effect (notwithstanding the fact that from time terminate with respect to time there may be no all Secured Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of when (i) the time at which all of the Obligations Commitments shall have expired or been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and terminated, (ii) the consummation principal of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any interest on each Loan and all termination statements as may be appropriate to terminate all financing statements fees and other filings made Secured Obligations shall have been indefeasibly paid in connection with full in cash, (iii) all Letters of Credit (as defined in the Liens granted hereunder. Credit Agreement) shall have (bA) If any of the Collateral shall be soldexpired or terminated and have been reduced to zero, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, (B) been Cash Collateralized to the extent required by the Credit Agreement, or (C) been supported by another letter of credit in a manner reasonably satisfactory to the L/C Issuer and the Lender, and (iv) all Unreimbursed Amounts shall have been indefeasibly paid in full in cash, provided, however, that (A) this Agreement Security Agreement, the Lien in favor of the Lender (for the benefit of itself and the other Credit Parties) and all other security interests granted hereby shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Party or the NoteGrantor upon the bankruptcy or reorganization of the Grantor or otherwise, and (B) in connection with the termination of this Security Agreement, the Holder Lender may require such indemnities and collateral security as it shall have consented reasonably deem necessary or appropriate to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds protect the Credit Parties against (x) loss on account of such sales, transfers or other dispositions except credits previously applied to the extent such proceeds are Secured Obligations that may subsequently be reversed or revoked, (y) any obligations that may thereafter arise with respect to the subject Other Liabilities, and (z) any Secured Obligations that may thereafter arise under Section 9.04 of any such sale, assignment, transfer or disposition or as otherwise consented to by Holderthe Credit Agreement. (cii) In connection The Collateral shall be released from the Lien of this Security Agreement in accordance with any the provisions of the foregoingCredit Agreement. Upon termination hereof or any release of Collateral in accordance with the provisions of the Credit Agreement, the Holder shall execute Lender shall, upon the request and at the sole cost and expense of the Grantor, assign, transfer and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderLender, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) as may be in possession of the Lender and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (iii) At any time that the Grantor desires that the Lender take any action described in clause (b) of this SECTION 9.5, the Grantor shall, upon request of the Lender, deliver to the Lender an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to clause (a) or (b) of this SECTION 9.5. The Lender shall have no liability whatsoever to any other Credit Party as the result of any release of Collateral by it as permitted (or which the Lender in good faith believes to be permitted) by this SECTION 9.5.

Termination; Release. (a) This Agreement Collateral Assignment shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which terminate when all of the Obligations have been indefeasibly paid in full (other than any contingent obligations not then due and indemnification obligations not then due) the Lenders and (ii) the consummation Swingline Lender have no further commitment to lend under the Credit Agreement, no Letters of Credit are outstanding and the Fronting Bank has no further obligation to issue Letters of Credit under the Credit Agreement, at which time the Collateral Agent shall take such actions as the Grantors shall reasonably request at the expense of the Exchange Agreement Closing. Upon Grantors to reassign and deliver to the occurrence Grantors, without recourse or warranty, the Assigned Contracts and related documents, if any, in which the Collateral Agent shall have any interest under this Collateral Assignment and which shall then be held by the Collateral Agent or be in its possession and the security interest of the Termination Date, Collateral Agent in the Holder Assigned Contracts shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunderterminate. (b) If Upon any assignment or conveyance by any Grantor of any Assigned Contract or any of such Grantor's rights, title or interest therein that is permitted under the Credit Agreement, the Guarantee Agreement and the Tranche A Exchange Note Purchase Agreements (including releases in connection with any disposition of assets pursuant to Sections 7.03 and 7.05 of the Credit Agreement, Sections 9 and 10 of the Guarantee Agreement and Sections 7.3 and 7.5 of the Tranche A Exchange Note Purchase Agreements), or, subject to the terms of the Intercreditor Agreement, upon the effectiveness of any written consent to the release of the Collateral Agent's security interest in any Assigned Contract pursuant to Section 10.08 of the Credit Agreement and Section 13 of the Tranche A Exchange Note Purchase Agreements, the Collateral Agent's security interest in such Assigned Contract shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holderreleased. (c) In connection with any of the foregoingtermination or release pursuant to paragraph (a) or (b), the Holder Collateral Agent shall execute and deliver to the Grantor or the such Grantor’s designee, at the such Grantor’s 's expense, all UCC Uniform Commercial Code termination statements and similar documents that the such Grantor shall reasonably request from time to time to evidence such terminationtermination or release. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 20 shall be without recourse to or warranty by the HolderCollateral Agent.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Security Agreement Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate (provided that all indemnities set forth in the Credit Agreement shall survive) and be released upon the closing of such saleAdministrative Agent, transfer or other disposition, at the request and such Collateral shall be sold free and clear expense of the Lien and security interest created hereby; provided thatGrantor, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall promptly execute and deliver to the Grantor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and, subject to the terms of the Credit Agreement, will duly assign, transfer and deliver to the Grantor (without recourse and without any representation or warranty) such of its Collateral as may be in the possession of the Administrative Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. (b) For the avoidance of doubt, subject to the applicable provisions under the Credit Agreement, (i) if any Pledged Gate Leasehold ceases to be included in the Collateral because it ceases to be used for servicing the scheduled air carrier service utilizing Pledged Slots relating to the airport at which such Pledged Gate Leasehold is located, such Pledged Gate Leasehold shall be automatically released from the Lien of this Agreement and (ii) if any right, title, privilege, interest and authority, now held or hereafter acquired by the Grantor in connection with the right to use or occupy space in an airport terminal becomes a Pledged Gate Leasehold, such right, title, privilege, interest and authority shall be automatically subject to the Lien of this Agreement. (c) Upon (i) any Disposition of any Collateral that is permitted under Section 6.04 of the Credit Agreement (other than a Disposition of Collateral referred to in clause (d), (e)(iv) or (f) of the definition of “Permitted Disposition” in the Credit Agreement), (ii) the release of any Collateral from the security interest granted hereby pursuant to Section 6.09(c) of the Credit Agreement or (iii) the effectiveness of any written consent by the Administrative Agent or the requisite Lenders as provided under the Credit Agreement to the release of any Collateral from the security interest granted hereby, such Collateral (and, subject in the case of clause (i) above to compliance with Section 6.09(a) of the Credit Agreement, the Proceeds thereof) shall be automatically released from the security interest granted under this Agreement. (d) In connection with any release of any Collateral pursuant to this Section 14, the Administrative Agent will execute and deliver to the Grantor’s designee, at the Grantor’s sole expense, all appropriate UCC termination statements and similar other documents that the Grantor shall reasonably request from time to time to evidence such terminationrelease. Any execution and delivery The Administrative Agent shall have no liability whatsoever to any Secured Party as a result of termination statements or documents pursuant to any release of Collateral by it as permitted by this Section 7.12 shall be without recourse to or warranty by the Holder14.

Termination; Release. (a) This When all the Secured Obligations (other than contingent indemnification Obligations as to which no claim has been asserted) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall continue have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in effect (notwithstanding accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon termination of this Agreement, or as otherwise provided in the Credit Agreement, the Pledged Collateral shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that from time the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to time there be released (in the case of a release) as may be no Obligations outstandingin possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) until acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. (such occurrence being b) Notwithstanding the “Termination Date”) the earlier of foregoing, if (i) the time at which all of the Obligations have been paid in full (other than and the Commitments of the Lenders to make any contingent obligations not then due Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and indemnification obligations not then due) and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, (ii) the consummation Secured Obligations of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made type described in connection with the Liens granted hereunder. clause (b) If any of the Collateral shall be sold, transferred definition of Secured Obligations (“Remaining Secured Obligations”) remain outstanding and (iii) all or otherwise disposed a portion of the repayment of the Obligations is financed by the Grantor in proceeds of Indebtedness of one or more Loan Parties or any affiliate of a transaction permitted Loan Party (“Refinancing Indebtedness”) which Refinancing Indebtedness is secured by property of such persons, this Agreement or shall terminate as if the Note, Remaining Secured Obligations have been paid in full and the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed provisions of paragraph (a) of this Section 11.4 shall automatically terminate and be released upon apply concurrently with the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear incurrence of the Lien Refinancing Indebtedness and security interest created hereby; provided thatthe securing of the Refinancing Indebtedness and the Remaining Secured Obligations on an equal and ratable basis. For the avoidance of doubt, to if the extent required by Refinancing Indebtedness is not secured, this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holdernot terminate but shall remain in full force and effect. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holder.

Termination; Release. (a) This After the Termination Date, this Agreement shall continue in effect terminate and the Collateral Agent, at the request and expense of the Debtor, will promptly execute and deliver to the Debtor a proper instrument or instruments (notwithstanding including Uniform Commercial Code termination statements on Form UCC-3) acknowledging the fact that from time satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to time there the Debtor (without recourse and without any representation or warranty) such of the Collateral as may be no Obligations outstanding) until (such occurrence being in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date”) ” shall mean the earlier of (i) the time at date upon which all of the Obligations have been paid in full full, the Aggregate Commitments have been terminated, and all Applicable Hedging Agreements have been terminated (or otherwise dealt with in the manner required by such Applicable Hedging Agreements or with the approval of the applicable Hedge Counterparties). (b) So long as no Designated Event of Default has occurred and is continuing or would result therefrom, upon (i) the sale or other than disposition of any contingent obligations part of the Collateral that is not then due and indemnification obligations prohibited by the respective Secured Debt Agreements, including but not then due) and limited to the removal or substitution of Collateral in accordance with Section 6.3 of the Credit Agreement (ii) the consummation use of any Proceeds in connection with the acquisition of any property or to pay any fees, costs and expenses of any Person, or (iii) the release of any part of the Exchange Agreement Closing. Upon Collateral at the occurrence direction of the Termination DateCollateral Agent, such Collateral shall automatically be released from the Holder shall forthwith cause the satisfaction, discharge and termination Lien of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any Lien of the Collateral this Agreement shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any terminated with respect to such Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall automatically be sold free assigned, transferred and clear of the Lien and security interest created hereby; provided that, conveyed to the extent required applicable Debtor by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by HolderCollateral Agent. (c) In connection with Upon and after any and all releases contemplated in clauses and (b) above, at the request and at the sole cost and expense of the foregoingDebtor, the Holder shall Collateral Agent will execute and deliver to the Grantor such documentation, including termination or the Grantor’s designee, at the Grantor’s expense, all UCC termination partial release statements and similar documents that the Grantor shall reasonably request from time to time like (without recourse and without any representation or warranty) to evidence such termination. Any execution and delivery release or otherwise in connection therewith; provided that upon request of termination statements or documents the Collateral Agent the applicable Debtor shall deliver to the Collateral Agent a certificate signed by a Senior Designated Officer of the Debtor stating that the release of the respective Collateral is permitted pursuant to such Section 9.8(a) or (b). (d) The Collateral Agent shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it in accordance with (or which the Collateral Agent in the absence of gross negligence and willful misconduct believes to be in accordance with) this Section 7.12 shall be without recourse to or warranty by the Holder.9.8

Termination; Release. (a) This After the Termination Date (as defined below), this Agreement shall continue terminate (provided that all indemnities set forth herein including, without limitation, in effect Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement as provided above, and will duly assign, transfer and deliver to such Pledgor (notwithstanding without recourse and without any representation or warranty) such of the fact that from time to time there Collateral as may be no Obligations outstanding) until (such occurrence being in the “Termination Date”) possession of the earlier of Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee hereunder. As used in this Agreement, (i) "CA Termination Date" shall mean the time at date upon which the Total Commitment has been terminated, no Letter of Credit or Note under the Credit Agreement is outstanding and all other Credit Document Obligations have been paid in full in cash (other than arising from indemnities for which no request for payment has been made) and (ii) "Termination Date" shall mean the date upon which (x) the CA Termination Date shall have occurred and (y) if (but only if) a Notified Non-Credit Agreement Event of Default shall have occurred and be continuing on the CA Termination Date (and after giving effect thereto), either (I) such Notified Non-Credit Agreement Event of Default shall have been cured or waived by the requisite holders of the relevant Obligations subject to such Notified Non-Credit Agreement Event of Default or (II) all Secured Hedging Agreements (if any) giving rise to a Notified Non-Credit Agreement Event of Default shall have been terminated and all Obligations subject to such Notified Non-Credit Agreement Event of Default shall have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunderarising from indemnities for which no request for payment has been made). (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holder.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding The Mortgaged Property and the fact that from time to time there may be no Secured Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Mortgagor shall be released from the Lien of this Mortgage in accordance with the provisions of the Credit Agreement, including upon the transfer or Disposition of the Mortgaged Property in a manner not prohibited by the Credit Agreement. Furthermore, when all the Secured Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) full, the consummation Commitments of the Exchange Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement Closingshall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Mortgage shall terminate. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and Mortgage the Liens granted hereunder (subject to Section 7.8) and Mortgaged Property shall prepare and record be automatically released from the Lien of this Mortgage. Upon such release or any and all termination statements as may be appropriate to terminate all financing statements and other filings made release of Mortgaged Property or any part thereof in connection accordance with the Liens granted hereunder. (b) If any provisions of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the NoteCredit Agreement, the security interest created hereby in any Collateral that is so soldMortgagee shall, transferred or otherwise disposed of shall automatically terminate and be released upon the closing request and at the sole cost and expense of such salethe Mortgagor, assign, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeeMortgagor, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderMortgagee, except as to the fact that the Mortgagee has not encumbered the released assets, such of the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Mortgagee and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Mortgaged Property, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Mortgaged Property, as the case may be.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding When all the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Secured Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then duefor which no claim has been asserted, which, pursuant to the provisions of the Credit Agreement or the Security Documents, survive the termination thereof) and (ii) the consummation Commitments of the Exchange Lenders to make any Loan under the Credit Agreement Closingshall have expired or been sooner terminated in accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Pledged Collateral shall be sold, transferred released from the Lien of this Agreement. Upon such release or otherwise disposed any release of by Pledged Collateral or any part thereof in accordance with the Grantor in a transaction permitted by this Agreement or provisions of the NoteCredit Agreement, the security interest created hereby in any Collateral that is so soldAgent shall, transferred or otherwise disposed of shall automatically terminate and be released upon the closing request and at the sole cost and expense of such salethe Pledgor, assign, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeePledgor, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderAgent except as to the fact that the Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. (b) Notwithstanding the foregoing, if (i) the Obligations have been paid in full and the Commitments of the Lenders to make any Loan under the Credit Agreement shall have expired or been sooner terminated and all letters of credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, (ii) Secured Obligations of the type described in clause (b) of the definition of Secured Obligations (“Remaining Secured Obligations”) remain outstanding and (iii) all or a portion of the repayment of the Obligations is financed by the proceeds of Indebtedness of Pledgor or any Affiliate of Pledgor (“Refinancing Indebtedness”) which Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as if the Remaining Secured Obligations have been paid in full and the provisions of paragraph (a) of this Section 11.4 shall apply concurrently with the incurrence of the Refinancing Indebtedness and the securing of the Refinancing Indebtedness and the Remaining Secured Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not terminate but shall remain in full force and effect.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of After the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein shall survive) and the Holder shall forthwith cause Collateral Agent, at the satisfactionrequest and expense of the Pledgor, discharge will promptly execute and deliver to the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement Agreement, and will duly assign, transfer and deliver to the Liens granted hereunder Pledgor (subject to Section 7.8without recourse and without any representation or warranty) and shall prepare and record any and all termination statements such of its Collateral as may be appropriate in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to terminate all financing statements this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Loans, the Reimbursement Obligations and the other filings made Obligations under the Loan Documents shall have been indefeasibly paid in connection with full, the Liens granted hereunderCommitments have been terminated and no Letters of Credit shall be outstanding. (b) If In the event that any part of the Collateral shall be sold, transferred or otherwise disposed of is sold in connection with a sale permitted by the Grantor in a transaction permitted by Credit Agreement or this Agreement or is otherwise released at the Note, direction of the security interest created hereby in any Collateral that is so sold, transferred Required Lenders (or otherwise disposed all the Lenders if required by Section 11.1 of shall automatically terminate the Credit Agreement) and be released upon the closing proceeds of such salesale or sales or from such release are applied in accordance with the terms of the Credit Agreement, transfer or other disposition, and such Collateral shall will be sold free and clear of the Lien and security interest Liens created hereby; provided that, to the extent required by this Agreement or and the NoteCollateral Agent, at the Holder shall have consented to such salerequest and expense of the Pledgor, will duly assign, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except and deliver to the extent Pledgor (without recourse and without any representation or warranty) such proceeds are of the subject Collateral of any such sale, assignment, transfer the Pledgor as is then being (or disposition has been) so sold or released and as otherwise consented may be in the possession of the Collateral Agent and has not theretofore been released pursuant to by Holderthis Agreement. (c) In connection with At any of time that the foregoingPledgor desires that Collateral be released as provided in the foregoing Section 15(a) or (b), the Holder it shall execute and deliver to the Grantor Collateral Agent a certificate signed by its chief financial officer or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents another authorized senior officer stating that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery release of termination statements or documents the respective Collateral is permitted pursuant to Section 15(a) or (b). If requested by the Collateral Agent (although the Collateral Agent shall have no obligation to make any such request), the Pledgor shall furnish appropriate legal opinions (from counsel, which may be in-house counsel, acceptable to the Collateral Agent) to the effect set forth in the immediately preceding sentence. The Collateral Agent shall have no liability whatsoever to any Secured Creditor as the result of any release of Collateral by it as permitted by this Section 7.12 shall be without recourse to or warranty by the Holder15.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of On the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Holder shall forthwith cause Pledgee, at the satisfactionrequest and expense of such Pledgor, discharge will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all including, without limitation, UCC-3 termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any instruments of the Collateral shall be soldsatisfaction, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Notedischarge and/or reconveyance), and will duly release from the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such saleassign, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Grantor Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements otherwise applied or documents released pursuant to this Section 7.12 shall be without recourse to or warranty Agreement, together with any moneys at the time held by the HolderPledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the date upon which the Commitments under the Credit Agreement have been terminated and all Secured Hedging Agreements entitled to the benefits of this Agreement have been terminated, no Note (as defined in the Credit Agreement) is outstanding (and all Loans have been repaid in full), all Letters of Credit issued under the Credit Agreement have been terminated, all Additional First Lien Obligations have been repaid in full, and all other Obligations (other than indemnities described in Section 11 hereof and described in Section 13.01 of the Credit Agreement, and any other indemnities set forth in any other Security Documents and in any Additional First Lien Document, in each case which are not then due and payable) then due and payable have been paid in full.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of On the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Holder shall forthwith cause Pledgee, at the satisfactionrequest and expense of such Pledgor, discharge will execute if necessary and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be appropriate in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to terminate all financing statements this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and other filings made in connection with delivered by the Liens granted hereunderissuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). (b) If In the event that any part of the Collateral shall be sold, transferred is sold or otherwise disposed of (to a Person other than a Credit Party) in connection with a sale or other disposition permitted by the Grantor in a transaction permitted by this Agreement respective Secured Debt Agreements or is otherwise released at the Notedirection of the Required Secured Creditors, the Pledgee, at the request, cost and expense of such Pledgor, will duly release from the security interest created hereby (and will execute and deliver such documentation, including termination or partial release statements and the like in connection therewith) and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral that as is then being (or has been) so soldsold or otherwise disposed of, transferred or released, and as may be in the possession of the Pledgee and has not theretofore been released pursuant to this Agreement. Any proceeds of Collateral sold or otherwise disposed of shall automatically terminate and as contemplated by the immediately preceding sentence may be released upon applied in accordance with the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear requirements of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other dispositionCredit Agreement; provided, furtherhowever, that such security interest will continue to attach to all proceeds upon the occurrence and during the continuance of such salesan Existing Senior Note Event, transfers or other dispositions except to the extent such proceeds are shall be applied as provided in Section 9(a) hereof. As used herein, an "Existing Senior Note Event" shall mean the subject acceleration of the maturity of any such saleExisting Senior Notes or the failure to pay at final maturity any Existing Senior Notes, assignment, transfer or disposition the occurrence of any default or as otherwise consented to by Holder. (c) In connection with any event of default of the foregoing, types specified in Section 5.01(6) or (7) of the Holder shall execute and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents Existing Senior Notes Indenture; provided that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 no Existing Senior Note Event shall be without recourse deemed to exist (x) at any time when no Existing Senior Note Obligations are secured hereunder or warranty by the Holder(y) after all Existing Senior Note Obligations have been repaid in full.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding When all the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Secured Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) no commitments remain under the consummation of the Exchange Credit Agreement, this Agreement Closingshall terminate. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Pledged Collateral shall be soldreleased from the Lien of this Agreement. In addition, transferred the Pledged Collateral or otherwise disposed any portion thereof shall be released from the Lien of by the Grantor in a transaction permitted by this Agreement or pursuant to the NoteCredit Agreement. Upon such release, the security interest created hereby in any Collateral that is so soldAgent shall, transferred or otherwise disposed of shall automatically terminate and be released upon the closing request and at the sole cost and expense of such salethe Pledgors, assign, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeePledgor, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderCollateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral proper documents and instruments (including UCC-3 termination financing statements or releases, terminations of Deposit Account Control Agreements acknowledging the termination hereof or the release of such Pledged Collateral as the case may be). If, in compliance with the terms and provisions of the Credit Documents, all or substantially all of the Equity Interests or property of any Pledgor are sold or otherwise transferred (a “Transferred Pledgor”) to a person or persons, none of which is a U.S. Borrower or a Subsidiary, such Transferred Pledgor shall, upon the consummation of such sale or transfer, be automatically released from its obligations under this Agreement and its obligations to pledge and grant any Pledged Collateral owned by it and, so long as the Borrower Agent shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this Section 12.4 in accordance with the relevant provisions of the Credit Documents, so long as Pledgors shall have provided the Collateral Agent such certifications or documents as Collateral Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding When all the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Secured Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) Contingent Obligations at Termination), the consummation New Term Loan Commitments of the Exchange Lenders to make any New Term Loan under the Credit Agreement Closingshall have been terminated, the Swap Obligations have been cash collateralized in an amount equal to 100% of such Secured Swap Obligations, and all Letters of Credit are cancelled or returned (other than those Letters of Credit for which Supporting Letters of Credit have been deposited with the Administrative Agent in accordance with and as required by Section 1.4(g) of the Credit Agreement), this Agreement shall terminate and the Pledged Collateral shall be released from the Lien of this Agreement, all without further delivery of any instrument or further action by any party, and all rights in the Collateral shall revert to the applicable Pledgor. Upon such release, the occurrence Administrative Agent shall, upon the request and at the sole cost and expense of the Termination DatePledgors, assign, transfer and deliver or cause to be delivered to Pledgor, against receipt and without recourse to or warranty by the Holder shall forthwith cause Administrative Agent except as to the satisfactionfact that the Administrative Agent has not encumbered the released assets, discharge and termination such of this Agreement and the Liens granted hereunder Pledged Collateral or any part thereof to be released (subject to Section 7.8in the case of a release) and shall prepare and record any and all termination statements as may be appropriate in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to terminate all the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements and other filings made in connection with or releases) acknowledging the Liens granted hereundertermination hereof or the release of such Pledged Collateral, as the case may be. (b) If any of the Pledged Collateral shall be is sold, transferred or otherwise disposed of by the Grantor any Pledgor in a transaction permitted by this the Credit Agreement or the Note, the security interest created hereby in (other than any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other dispositiondisposition to another Pledgor), and then the Lien created pursuant to this Agreement in such Pledged Collateral shall be sold free released, and clear of the Lien Administrative Agent, at the request and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds sole HOUSTON\2261345 -18- expense of such salesPledgor, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to such Pledgor all releases or other documents reasonably necessary or desirable for the Grantor release of such Pledged Collateral from the security interests created hereby; provided that Borrower shall provide to the Administrative Agent evidence of such transaction's compliance with the Credit Agreement as the Administrative Agent or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor Majority Lenders shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holderrequest.

Termination; Release. (a) This On the Termination Date (as defined below), this Agreement shall continue terminate (provided that all indemnities set forth herein including, without limitation, in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (Section 11 hereof shall survive any such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then duetermination) and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (iiincluding UCC termination statements) acknowledging the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge satisfaction and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all including, without limitation, UCC termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any instruments of the Collateral shall be soldsatisfaction, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Notedischarge and/or reconveyance), and will duly release from the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such saleassign, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Grantor Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements otherwise applied or documents released pursuant to this Section 7.12 shall be without recourse to or warranty Agreement, together with any moneys at the time held by the HolderPledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited to an Account or on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, "Termination Date" shall mean the date upon which the Commitments under the Credit Agreement have been terminated, no Note (as defined in the Credit Agreement) is outstanding (and all Loans have been paid in full), and all other Obligations (other than indemnities described in Section 11 hereof and described in Section 13.01 of the Credit Agreement, and any other indemnities set forth in any other Security Documents, in each case which are not then due and payable) then due and payable have been paid in full.

Termination; Release. (a) This On the Termination Date (as defined below), this Agreement and the security interest created hereby shall continue automatically terminate (provided that all indemnities set forth in effect (notwithstanding Section 11 hereof shall survive any such termination), and the fact that from time to time there may be no Obligations outstanding) until (such occurrence being Pledgee, at the “Termination Date”) the earlier of (i) the time at which all request and expense of the Obligations have been paid in full (other than any contingent obligations not then due respective Pledgor, will execute and indemnification obligations not then due) and (ii) deliver to such Pledgor a proper instrument or instruments acknowledging the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments and the Liens granted hereunder (subject to Section 7.8instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall prepare and record any mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated (other than Letters of Credit, together with all fees that have accrued and will accrue thereon through the stated termination statements as may be appropriate date of such Letter of Credit, which have been supported in a manner satisfactory to terminate the issuer of the Letter of Credit in its sole and absolute discretion) and all financing statements Obligations then outstanding (other than contingent indemnification obligations described in Section 11 hereof and other filings made Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in connection with the Liens granted hereunderfull in cash. (b) If In the event that any part of the Collateral shall be sold, transferred is sold in connection with a sale permitted by Section 8.4 of the Credit Agreement or otherwise disposed released at the direction of the Required Lenders (or all Lenders if required by Section 12.1 of the Grantor in a transaction permitted by this Agreement or Credit Agreement) and the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing proceeds of such sale, transfer sale or other disposition, and sales or from such Collateral shall be sold free and clear release are applied in accordance with the provisions of Section 4.4 of the Lien and security interest created hereby; provided thatCredit Agreement, to the extent required by to be so applied, the Pledgee, at the request and expense of the respective Pledgor, will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and has not theretofore been delivered pursuant to this Agreement together with any undated stock, partnership or the Note, the Holder membership powers with respect thereto. The Pledgee shall have consented also be entitled to such saleand is hereby authorized and directed to duly assign, transfer or other disposition; provided, further, that and deliver such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are Collateral as provided in Section 12.19(b) of the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by HolderCredit Agreement. (c) In connection with At any of time that the foregoingrespective Pledgor desires that Collateral be released as provided in the foregoing subsection (a) or (b), as the Holder case may be, it shall execute and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents Pledgee a certificate signed by a Responsible Officer stating that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery release of termination statements or documents the respective Collateral is permitted pursuant to such subsection (a) or (b), as the case may be. (d) The Pledgee shall have no liability whatsoever to any Secured Creditor as the result of any release of Collateral by it in accordance with this Section 7.12 shall be without recourse to or warranty by the Holder18.

Termination; Release. (a) This Agreement Related Real Estate Collateral Security Agreement, the Lien in favor of the Administrative Agent (for the benefit of itself and the other Credit Parties) and all other security interests granted hereby shall continue in effect (notwithstanding terminate with respect to all Secured Obligations, and all rights to the fact that from time Collateral shall revert to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of Grantors or any other Person entitled thereto, either (i) the time at which all as provided in Section 9.20 of the Credit Agreement, or (ii) when the Commitments shall have expired or been terminated and the principal of and interest on each Loan and all fees and other Secured Obligations shall have been indefeasibly paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Datein cash; provided, the Holder shall forthwith cause the satisfactionthat, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereundertermination of this Related Real Estate Collateral Security Agreement, the Administrative Agent may require such indemnities and collateral security as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (A) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (B) any Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted) that may thereafter arise under Section 9.05 of the Credit Agreement. (bi) If any Upon the consummation of a transaction expressly permitted under the Credit Agreement, which results in a Grantor ceasing to be a Subsidiary of the Collateral Lead Borrower, such Grantor shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by automatically released from its obligations under this Agreement or the NoteRelated Real Estate Collateral Security Agreement, the security interest created granted hereby shall terminate with respect to such Grantor and all rights to the Collateral of such Grantor shall revert to such Grantor or any other Person entitled thereto. (ii) Upon any sale or other transfer by any Grantor of any Collateral that is expressly 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 that is so soldpursuant to Section 9.20 of the Credit Agreement, transferred or otherwise disposed of the security interest granted hereby shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and with respect to such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, all rights to the extent required by this Agreement Collateral shall revert to Grantors or the Note, the Holder shall have consented to such sale, transfer or any other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by HolderPerson entitled thereto. (ciii) In connection with At such time as any of the foregoingforegoing contained Sections 6.5(a), 6.5(b)(i) and 6.5(b)(ii) hereof, upon the Lead Borrower’s written request and at the sole cost and expense of the Grantors, the Holder shall execute Administrative Agent will (A) assign, transfer and deliver to the Grantor or the Grantor’s designeeGrantors, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderAdministrative Agent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of the satisfaction of Sections 6.5(a), 6.5(b)(i) and 6.5(b)(ii) hereof) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and (B) with respect to any other Collateral, authorize the filing of appropriate termination statements and other documents (including UCC termination statements or releases) to terminate such security interests. (c) At any time that the respective Grantor desires that the Administrative Agent take any action described in Section 6.5(b) hereof, such Grantor shall, upon request of the Administrative Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to Sections 6.5(a) or 6.5(b) hereof. The Administrative Agent shall have no liability whatsoever to any other Credit Party as the result of any release of Collateral by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 6.5.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which terminate when all of the Obligations have been fully paid in full and performed and the Commitments terminated or as otherwise explicitly permitted under the Credit Agreement and either no Letters of Credit are outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the satisfaction of the Administrative Agent. Upon such termination, the Administrative Agent shall on its behalf and on behalf of the other Agents and the Lenders reassign and redeliver (or cause to be reassigned and redelivered) to the Company, or to such person or persons as the Company shall designate or to whomever may be lawfully entitled to receive such surplus, against receipt, such of the Collateral (if any) as shall not have been sold or otherwise applied by the Administrative Agent pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instruments of reassignment and release. Any such reassignment shall be without recourse upon or warranty by the Administrative Agent (other than a warranty that the Administrative Agent has not assigned its rights and interests hereunder to any contingent obligations not then due and indemnification obligations not then dueother Person) and (ii) at the consummation sole cost and expense of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunderCompany. (b) If In the event that any part of the Collateral shall be sold, transferred is sold (except to Holdings or any of its Subsidiaries) in connection with a sale permitted by subsection 9.5 of the Credit Agreement or otherwise disposed of by released pursuant to the Grantor in a transaction permitted by this Credit Agreement or at the Note, direction of the security interest created hereby in any Collateral that is so sold, transferred Required Lenders (or otherwise disposed all Lenders if required by subsection 12.1 of shall automatically terminate the Credit Agreement) and be released upon the closing proceeds of such sale, transfer sale or other disposition, and sales or from such Collateral shall be sold free and clear release are applied in accordance with the provisions of subsection 5.4 of the Lien and security interest created hereby; provided thatCredit Agreement, to the extent required by this Agreement or the Noteto be so applied, the Holder shall have consented to such saleAdministrative Agent, at the request and expense of the Company, will duly assign, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except and deliver to the extent Company (without recourse and without any representation or warranty) such proceeds are of the subject of any such sale, assignment, transfer Collateral (and releases therefor) as is then being (or disposition has been) so sold or as otherwise consented released and has not theretofore been released pursuant to by Holderthis Agreement. (c) In connection with any the event that the Company establishes a Receivables Facility, as described in subsection 8.9(g) of the foregoingCredit Agreement, that prohibits the pledge hereby of the Capital Stock of the respective Receivables SPV (and so long as such Receivables Facility is in effect and contains such prohibition), the Holder shall execute Administrative Agent, at the request and expense of the Company, will release the Capital Stock of such Receivables SPV and will duly assign, transfer and deliver to the Grantor Company (without recourse, and without any representation or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements warranty) such Pledged Stock (and similar documents releases therefor); PROVIDED that the Grantor Company shall reasonably request from time use commercially reasonable efforts to time grant to evidence the Administrative Agent for the ratable benefit of the Secured Creditors a second priority perfected security interest in such termination. Any execution and delivery of termination statements or documents Capital Stock to secure the obligations pursuant to this Section 7.12 the Credit Documents (and shall take all action in connection therewith as may reasonably be without recourse to or warranty requested by the HolderAdministrative Agent). (d) At any time that the Company desires that the Administrative Agent assign, transfer and deliver Collateral (and releases therefor) as provided in subsection 23(a), (b) or (c) hereof, it shall deliver to the Administrative Agent a certificate signed by an executive officer of the Company stating that the release of the respective Collateral is permitted pursuant to such subsection 23(a), (b) or (c). 342

Termination; Release. (a) This When all the Secured Obligations have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall continue have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in effect (notwithstanding accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that from time the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to time there be released (in the case of a release) as may be no Obligations outstandingin possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) until acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. (such occurrence being b) Notwithstanding the “Termination Date”) the earlier of foregoing, if (i) the time at which all of the Obligations have been paid in full (other than and the Commitments of the Lenders to make any contingent obligations not then due Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and indemnification obligations not then due) and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, (ii) the consummation Secured Obligations of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made type described in connection with the Liens granted hereunder. clause (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. and/or clause (c) In connection with any of the foregoingdefinition of Secured Obligations (“Remaining Secured Obligations”) remain outstanding and (iii) all or a portion of the repayment of the Obligations is financed by the proceeds of Indebtedness of one or more Loan Parties or any affiliate of a Loan Party (“Refinancing Indebtedness”) which Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as if the Holder shall execute Remaining Secured Obligations have been paid in full and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery provisions of termination statements or documents pursuant to paragraph (a) of this Section 7.12 11.4 shall be without recourse to or warranty by apply concurrently with the Holderincurrence of the Refinancing Indebtedness and the securing of the Refinancing Indebtedness and the Remaining Secured Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not terminate but shall remain in full force and effect.

Termination; Release. (a) This Agreement shall continue in effect When all the Secured Obligations (notwithstanding the fact that from time other than contingent indemnification Obligations as to time there may be which no Obligations outstandingclaim has been asserted) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation Commitments of the Exchange Lenders to make any Loan under the Term Loan Credit Agreement Closingshall have expired or been sooner terminated in accordance with the provisions of the Term Loan Credit Agreement, this Agreement shall terminate. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and Agreement, or as otherwise provided in the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of Term Loan Credit Agreement, the Collateral shall be sold, transferred automatically released from the Lien of this Agreement. Upon such release or otherwise disposed any release of by Collateral or any part thereof in accordance with the Grantor in a transaction permitted by this Agreement or provisions of the NoteTerm Loan Credit Agreement, the security interest created hereby in any Collateral that is so soldAgent shall, transferred or otherwise disposed of shall automatically terminate and be released upon the closing request and at the sole cost and expense of such salethe Pledgors, assign, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeePledgor, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderCollateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral, proper documents and instruments that any Pledgor shall reasonably request (including PPSA and UCC-3 termination financing statements, financing change statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (b) A Pledgor shall automatically be released from its obligations hereunder and the security interest in the Collateral of such Pledgor shall be automatically released upon the consummation of any transaction permitted by the Term Loan Credit Agreement as a result of which such Pledgor ceases to be a Subsidiary of the Borrower in accordance and in compliance with the terms of the Term Loan Credit Agreement. (c) Upon any sale or transfer by any Pledgor of any Collateral that is permitted under the Term Loan Credit Agreement (other than a sale or transfer to another Loan Party in accordance and in compliance with the terms of the Term Loan 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 10.02 of the Term Loan Credit Agreement, the security interest in such Collateral shall be automatically released.

Termination; Release. (a) This Agreement Security Agreement, the Lien in favor of the Collateral Agent (for the benefit of itself and the other Secured Parties) and all other security interests granted hereby (1) shall continue in effect (notwithstanding the fact that from time terminate with respect to time there may be no all Secured Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of when (i) the time at which principal of and interest on each Loan and all of the fees and other Secured Obligations shall have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Datein cash provided, the Holder shall forthwith cause the satisfactionhowever, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made that in connection with the Liens granted hereundertermination of this Security Agreement, the Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, and (2) shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Secured Party or the Grantors upon the bankruptcy or reorganization of any Loan Party or otherwise. (b) If any of the The Collateral shall be sold, transferred or otherwise disposed released from the Lien of by this Security Agreement in accordance with the Grantor provisions of the Credit Agreement (which release shall be automatic in a transaction permitted by this Agreement or the Note, the security interest created hereby in case of any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear disposition permitted under Subsection 8.4 of the Lien and security interest created hereby; provided that, to Credit Agreement). Upon termination hereof or any release of Collateral in accordance with the extent required by this Agreement or provisions of the NoteCredit Agreement, the Holder shall have consented to such saleCollateral Agent shall, upon the request and at the sole cost and expense of the Grantors, assign, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeeGrantors, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderCollateral Agent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (c) At any time that the respective Grantor desires that the Collateral Agent take any action described in clause (b) of this SECTION 9.5, such Grantor shall, upon reasonable request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to clause (a) or (b) of this SECTION 9.5. The Collateral Agent shall have no liability whatsoever to any other 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 9.5.

Termination; Release. (a) This On the Termination Date (as defined below), this Agreement and the security interest created hereby shall continue automatically terminate and be released (provided that all indemnities set forth herein including, without limitation, in effect Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (notwithstanding including UCC termination statements) acknowledging the fact that from time satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will assign, transfer and deliver to time there such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be no Obligations outstanding) until in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any monies at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such occurrence being the “partnership or limited liability company pursuant to Section 3.2(a)(ii). As used in this Agreement, ‘Termination Date”) ” shall mean the earlier of (i) the time at date upon which all Commitments under the Credit Agreement have been terminated and all Loans thereunder have been repaid in full, all Letters of Credit issued under the Credit Agreement have been terminated or cash collateralized on terms acceptable to the Issuing Lender or other arrangements acceptable to the Issuing Lender have been made pursuant to which the Issuing Lender has agreed such Letters of Credit are no longer outstanding for purposes of the Credit Agreement, and all Obligations then due and payable have been paid in full (other than any (x) contingent obligations not then yet due and indemnification obligations not then due) payable and (iiy) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunderCash Management Obligations or Obligations under Secured Hedge Agreements). (b) If In the event that any part of the Collateral shall be is sold, transferred or otherwise disposed of (to a Person other than a Credit Party) or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 14.12 of the Grantor in a transaction permitted by this Agreement or the NoteCredit Agreement), the security interest created hereby Pledgee, at the request and expense of such Pledgor, will promptly execute and deliver such documentation, including termination or partial release statements and the like in connection therewith and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral that as is then being (or has been) so sold, transferred or otherwise disposed of or released and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereof, such sub-agent) and has not theretofore been released pursuant to this Agreement. Furthermore, upon the release of any Subsidiary Guarantor from the Subsidiaries Guaranty in accordance with the provisions thereof, such Pledgor (and the Collateral at such time pledged by the respective Pledgor pursuant hereto) shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by from this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by HolderAgreement). (c) In connection with At any of time that any Pledgor desires that the foregoingPledgee assign, transfer and deliver Collateral (and releases therefor) as provided in the Holder foregoing Section 20(a) or (b), it shall execute and deliver to the Grantor Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to such Section 20(a) or (b). At any time that the Borrower or the Grantor’s designeerespective Pledgor desires that a Subsidiary of the Borrower which has been released from the Subsidiaries Guaranty be released hereunder as provided in the last sentence of Section 20(b), at it shall deliver to the Grantor’s expense, all UCC termination statements Pledgee a certificate executed by a principal executive officer of the Borrower and similar documents the respective Pledgor stating that the Grantor shall reasonably request from time to time to evidence such termination. Any execution release of the respective Pledgor (and delivery of termination statements or documents its Collateral) is permitted pursuant to such Section 20(b). (d) The Pledgee shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it in accordance with (or which the Collateral Agent in the absence of gross negligence and willful misconduct believes to be in accordance with) this Section 7.12 shall be without recourse to or warranty by the Holder20.

Termination; Release. (a) This When all the Secured Obligations (other than contingent indemnification Obligations as to which no claim has been asserted) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall continue have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in effect (notwithstanding accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon termination of this Agreement, or as otherwise provided in the Credit Agreement, the Pledged Collateral shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that from time the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to time there be released (in the case of a release) as may be no Obligations outstandingin possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including PPSA and UCC-3 termination financing statements or releases) until acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. (such occurrence being b) Notwithstanding the “Termination Date”) the earlier of foregoing, if (i) the time at which all of the Obligations have been paid in full (other than and the Commitments of the Lenders to make any contingent obligations not then due Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and indemnification obligations not then due) and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, (ii) the consummation Secured Obligations of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made type described in connection with the Liens granted hereunder. clause (b) If any of the Collateral shall be sold, transferred definition of each of Secured Obligations (“Remaining Secured Obligations”) remain outstanding and (iii) all or otherwise disposed a portion of the repayment of the Obligations is financed by the Grantor in proceeds of Indebtedness of one or more Loan Parties or any affiliate of a transaction permitted Loan Party (“Refinancing Indebtedness”) which Refinancing Indebtedness is secured by property of such persons, this Agreement or shall terminate as if the Note, Remaining Secured Obligations have been paid in full and the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed provisions of paragraph (a) of this Section 11.4 shall automatically terminate and be released upon apply concurrently with the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear incurrence of the Lien Refinancing Indebtedness and security interest created hereby; provided thatthe securing of the Refinancing Indebtedness and the Remaining Secured Obligations on an equal and ratable basis. For the avoidance of doubt, to if the extent required by Refinancing Indebtedness is not secured, this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holdernot terminate but shall remain in full force and effect. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holder.

Termination; Release. (ai) This Agreement shall continue in effect terminate and the Pledged Collateral shall be automatically released from the Lien of this Agreement when the Commitments have been terminated and the principal of and interest and premium (notwithstanding the fact that from time to time there may be no Obligations outstandingif any) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which on each Loan, all of the Obligations Fees and all other expenses or amounts payable under any ABL Loan Document shall have been paid in full and all Letters of Credit have been canceled or have expired or have been Cash Collateralized and all amounts drawn thereunder have been reimbursed in full (other than any contingent obligations not then due and indemnification obligations not then due) for which no claim or demand has been made and (ii) that, pursuant to the consummation provisions of the Exchange Credit Agreement Closingor the Security Documents, survive the termination thereof). Upon the occurrence of the Termination Datetermination hereof, the Holder security interests granted hereby shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any terminate and all termination statements rights to the Pledged Collateral shall revert to the Pledgor or to such other person as may be appropriate entitled thereto pursuant to terminate all financing statements and any Order or other filings made applicable Legal Requirement. Upon termination hereof or any release of Pledged Collateral in connection accordance with the Liens granted hereunderprovisions of the Credit Agreement, subject to the terms of the Intercreditor Agreement, the Collateral Agent shall promptly, upon the written request and at the sole cost and expense of the Pledgor, assign, transfer and deliver to the Pledgor, against receipt and without recourse to or warranty of any kind (either express or implied) by the Collateral Agent (except that the Collateral Agent has not assigned or otherwise transferred its security interest in the Pledged Collateral), such of the Pledged Collateral to be released (in the case of a release) as may be in possession or control of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, with such endorsements or proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. (bii) If any of the Collateral shall be is sold, transferred or otherwise disposed of by the Grantor Pledgor (other than to another Loan Party) in a transaction permitted by the Credit Agreement, then the lien created pursuant to this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free released, and clear the Collateral Agent, at the request and sole expense of the Lien and security interest created hereby; provided thatPledgor, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall promptly execute and deliver to the Grantor Pledgor all releases or other documents reasonably necessary or desirable and in form reasonably satisfactory to the Grantor’s designeeCollateral Agent and take such further actions for the release of such Collateral (not including Proceeds thereof) from the security interests created hereby; provided that the Pledgor shall have delivered to the Collateral Agent, at least five Business Days (or such shorter period of time acceptable to the Grantor’s expenseCollateral Agent) prior to the date of the proposed release, all UCC termination statements a certificate of a Responsible Officer of the Pledgor with request for release identifying the relevant Collateral and similar documents certifying that such transaction is in compliance with the Grantor shall reasonably request from time to time to evidence such termination. Any execution Credit Agreement and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holderother ABL Loan Documents.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding It is expressly acknowledged and agreed that the fact that Collateral may be sold by the Pledgors from time to time there if permitted by this Agreement and the Credit Agreement in accordance with the terms hereof and thereof (x) until the Credit Agreement Termination Date, to the extent permitted by the Credit Agreement, and (y) thereafter, to the extent permitted by the other Secured Debt Agreements. Upon any sale of the type described in the immediately preceding sentence, the Pledgee shall, at the request and expense of the Company, release the Collateral being sold and execute and deliver to the relevant Pledgors a proper instrument or instruments acknowledging the release of such Collateral from this Agreement, and will duly assign, transfer and deliver to the relevant Pledgors (without recourse and without any representation or warranty) the Collateral being sold as described above. (b) The Pledgee shall, at the request and expense of the Company, release (without recourse and without any representation or warranty) any or all of the Collateral and deliver an appropriate instrument acknowledging such release, provided that such release has been approved in writing by the Required Secured Creditors (as defined in Section 4 of Annex D hereto). (c) After the Termination Date (as hereinafter defined), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the Company, will execute and deliver to each Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement as provided above, and will duly assign, transfer and deliver to the Pledgors (without recourse and without any representation or warranty) such of the Collateral as may be no Obligations outstanding) until (such occurrence being in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee hereunder. As used in this Agreement, “Termination Date”” shall mean either (x) the earlier date upon which the Total Commitment and all Interest Rate Protection Agreements are terminated, when no Letter of Credit is outstanding and when all Obligations (iother than the Additional Senior Debt Obligations) the time at which all of the Obligations have been paid in full or (other than any contingent y) to the extent written notice from the Company of such extension shall have been delivered to the Pledgee prior to the date described in clause (x) above, such later date as may be specified in such written notice; provided that in no event shall the Termination Date occur pursuant to this clause (y) prior to the date when all obligations not then due and indemnification obligations not then dueof the type described in clauses (iv) and (iiv) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination Section 1 of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holderbeen paid in full. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holder.

Termination; Release. (a) This On the Termination Date (as defined below), this Agreement shall continue terminate and the security interests granted hereby shall be released automatically (provided that all indemnities set forth herein including, without limitation, in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (Section 11 hereof shall survive any such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then duetermination) and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (iiincluding UCC termination statements) acknowledging the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge satisfaction and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Collateral shall be soldincluding, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Notewithout limitation, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that instruments of satisfaction, discharge and/or reconveyance), and will assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Grantor shall reasonably request from time to time to evidence such termination. Any execution Collateral as may be in the possession of the Pledgee or any of its sub-agents hereunder and delivery of termination statements as has not theretofore been sold or documents otherwise applied or released pursuant to this Section 7.12 shall be without recourse to or warranty Agreement, together with any moneys at the time held by the HolderPledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the date upon which the Commitments under the DIP Credit Agreement have been terminated, no Note (as defined in the DIP Credit Agreement) is outstanding (and all Loans have been paid in full), and all other DIP Credit Document Obligations (other than indemnities described in Section 11 hereof and described in Section 13.01 of the DIP Credit Agreement, and any other indemnities set forth in any other Security Documents, in each case which are not then due and payable) then due and payable have been paid in full.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding When all the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Secured Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation Commitments of the Exchange Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement Closingshall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the Liens granted hereunder sole cost and expense of the Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (subject to Section 7.8in the case of a release) and shall prepare and record any and all termination statements as may be appropriate in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to terminate all the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements and other filings made in connection with or releases) acknowledging the Liens granted hereundertermination hereof or the release of such Pledged Collateral, as the case may be. (b) If Notwithstanding the foregoing and subject to the terms of the Intercreditor Agreement, if (i) the Obligations (other than contingent indemnification obligations) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, (ii) Secured Obligations of the type described in clause (b) of the definition of Secured Obligations (“Remaining Secured Obligations”) remain outstanding and (iii) all or a portion of the repayment of the Obligations is financed by the proceeds of Indebtedness of one or more Loan Parties or any affiliate of a Loan Party (“Refinancing Indebtedness”) which Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as if the Remaining Secured Obligations have been paid in full and the provisions of paragraph (a) of this Section 11.4 shall apply concurrently with the incurrence of the Refinancing Indebtedness and the securing of the Refinancing Indebtedness and the Remaining Secured Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not terminate but shall remain in full force and effect. (c) Notwithstanding the foregoing and subject to the terms of the Intercreditor Agreement, if any of the Collateral shall be sold, transferred or otherwise disposed of by the any Grantor to a Person that is not a Grantor in a transaction permitted by this Agreement or the NoteCredit Agreement, then the security interest created hereby in any Collateral that is so soldAgent, transferred or otherwise disposed of shall automatically terminate at the request and be released upon the closing sole expense of such saleGrantor, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall promptly execute and deliver to such Grantor all releases or other documents reasonably necessary for the Grantor or release of the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence Liens created hereby on such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderCollateral.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) This Agreement, the time at which all Lien in favor of the Obligations have been paid in full Collateral Agent (for the benefit of itself and the other than any contingent obligations not then due and indemnification obligations not then dueCredit Parties) and all other security interests granted hereby shall terminate with respect to all Secured Obligations when Payment in Full of the Secured Obligations has occurred. Notwithstanding the foregoing, (A) this Agreement, the Lien in favor of the Collateral Agent (for the benefit of the Credit Parties) and all other security interests granted hereby shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Party or any Pledgor upon the bankruptcy or reorganization of any Pledgor or otherwise, and (B) in connection with the termination of this Agreement, the Collateral Agent may require such indemnities and collateral security as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (y) any obligations that may thereafter arise with respect to the Other Liabilities, and (z) any Secured Obligations that may thereafter arise under Section 10.04 of the Credit Agreement. (ii) The Collateral shall be released from the consummation Lien of this Agreement in accordance with the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination provisions of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record Credit Agreement. Upon termination hereof or any and all termination statements as may be appropriate to terminate all financing statements and other filings made release of Collateral in connection accordance with the Liens granted hereunder. (b) If any provisions of this Agreement and the Credit Agreement, the Collateral Agent shall, upon the request and at the sole cost and expense of the Collateral shall be soldPledgors, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such saleassign, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeePledgors, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderCollateral Agent, such of the Collateral to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral, proper documents and instruments (including UCC 3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (iii) At any time that the respective Pledgor desires that the Agent take any action described in clause (ii) of this SECTION 11.5, such Pledgor shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to clause (i) or (ii) of this SECTION 11.5. The Collateral Agent shall have no liability whatsoever to any other Credit 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 11.5.

Termination; Release. After the Termination Date (a) This defined below), this Credit Agreement shall continue in effect terminate and the Administrative Agent, at the request and expense of the Pledgors, will promptly execute and deliver to each Pledgor a proper instrument or instruments (notwithstanding including Uniform Commercial Code termination statements on Form UCC-3) acknowledging the fact that from time satisfaction and termination of this Credit Agreement, and will duly assign, transfer and deliver to time there each Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be no Obligations outstanding) until (such occurrence being in the possession of the Administrative Agent and which has not theretofore been sold or otherwise applied or released pursuant to this Credit Agreement. As used in this Credit Agreement, “Termination Date”” shall mean the date of expiration of all applicable preference periods following the date upon which all of the Secured Obligations have been paid. So long as (A) no Default or Event of Default has occurred and is continuing and (B) no Borrowing Base imbalance described in Section 3.2.1 of the earlier of Credit Agreement exists, upon (i) the time at which all sale or other disposition of any part of the Obligations have been paid in full (Collateral that is not prohibited by the Credit Agreement or any other than any contingent obligations not then due and indemnification obligations not then due) and Loan Document, (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made Proceeds in connection with the Liens granted hereunder. acquisition of any property or to pay any fees, costs and expenses of any Person, (biii) If the release of any part of the Collateral shall be soldat the direction of the Administrative Agent or (iv) the pledge by any Pledgor of the Voting Stock and/or Capital Stock of any Securitization Entity in connection with a Permitted Securitization, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall automatically be sold free released from the Lien of this Credit Agreement and clear the Lien of this Credit Agreement shall be terminated with respect to such Collateral. Upon and after any and all releases contemplated in two immediately preceding paragraphs, at the request and at the sole cost and expense of the Lien Pledgors, the Administrative Agent will execute and security interest created herebydeliver such documentation, including termination or partial release statements, a release letter and any similar documentation (without recourse and without any representation or warranty) to evidence such release(s) or otherwise in connection therewith; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any upon request of the foregoingAdministrative Agent, the Holder each Pledgor shall execute and deliver to the Grantor or Administrative Agent a certificate signed by an authorized officer of such Pledgor stating that each release of the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents respective Collateral is permitted pursuant to this Section 7.12 25.8. The Administrative Agent shall have no liability whatsoever to any Lender as the result of any release of Collateral by it in accordance with (or which the Administrative Agent in the absence of gross negligence and willful misconduct believes to be without recourse to or warranty by the Holderin accordance with) this Section 25.8.

Termination; Release. (a) This Security Agreement and the security interests created hereby shall continue in effect (notwithstanding terminate, and the fact that Collateral shall be released from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) assignment and security interest granted hereby, when the earlier of (i) the time at which all of the Secured Obligations have been irrevocably and unconditionally paid in full in cash (other than any (x) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements reasonably satisfactory to the applicable Hedge Bank or Cash Management Bank have been made and (y) contingent obligations not then due and indemnification obligations that have not then dueyet been asserted), all commitments under the Credit Agreement have been terminated and are of no further force and effect, no Letters of Credit (other than Letters of Credit that have been Cash Collateralized) shall be outstanding, and (ii) the consummation none of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder Secured Parties shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder have any obligation (subject whether actual or contingent) to Section 7.8) and shall prepare and record make available any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunderfurther advance or financial accommodation under any Loan Document. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoingtermination or release pursuant to paragraph (a) above, the Holder Administrative Agent shall execute and deliver to the Grantor or the any Grantor’s designee, at the such Grantor’s expense, all UCC termination statements and similar documents that the such Grantor shall reasonably request from time to time to evidence such terminationtermination or release. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 19 shall be without representation, recourse to or warranty (express or implied) by the HolderAdministrative Agent and shall be at the Grantors’ expense. (c) Upon any sale, lease, transfer or other disposition by any Grantor of any item of Collateral in a transaction permitted by the Loan Documents, the Administrative Agent shall, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided that such Grantor shall have delivered to the Administrative Agent a written request for release, a form of release for execution by the Administrative Agent (which form must be satisfactory to the Administrative Agent) and a certificate of a Responsible Officer of such Grantor to the effect that the transaction is in compliance with the Loan Documents.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination DateDischarge of Priority Lien Obligations and the discharge of all other Secured Debt Obligations, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Holder shall forthwith cause Pledgee, at the satisfactionrequest and expense of such Pledgor, discharge will (without recourse and without any representation or warranty) execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be appropriate in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to terminate all financing statements this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and other filings made in connection with delivered by the Liens granted hereunderissuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). (b) If In the event that the Collateral Trustee’s Liens on any portion of the Collateral shall be soldhave been released pursuant to Section 4.1(a) of the Collateral Trust Agreement, transferred or otherwise disposed the Pledgee, at the request and expense of by the Grantor in a transaction permitted by this Agreement or the Notesuch Pledgor, will duly release from the security interest created hereby (and will execute and deliver such documentation, including termination or partial release statements and the like in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate connection therewith) and be released upon the closing of such saleassign, transfer and deliver to such Pledgor (without recourse and without any representation or other disposition, and warranty) such Collateral shall be sold free and clear of the Lien Collateral as is then being (or has been) so sold or released and security interest created hereby; provided thatas may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to the extent required by Section 4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by HolderAgreement. (c) In connection with At any of time that any Pledgor desires that Collateral be released as provided in the foregoingforegoing Section 20(a) or (b), the Holder it shall execute and deliver to the Grantor or Pledgee (and the Grantor’s designeerelevant sub-agent, at the Grantor’s expenseif any, all UCC termination statements and similar documents designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such Pledgor stating that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery release of termination statements or documents the respective Collateral is permitted pursuant to Section 20(a) or (b) hereof. If reasonably requested by the Pledgee (although the Pledgee shall have no obligation to make any such request), the relevant Pledgor shall furnish appropriate legal opinions (from counsel, reasonably acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. (d) The Pledgee shall have no liability whatsoever to any other Secured Party as the result of any release of Collateral by it in accordance with (or which the Pledgee in good faith believes to be in accordance with) this Section 7.12 shall be without recourse to or warranty by the Holder20.

Termination; Release. (a) This When all the Secured Obligations have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall continue have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in effect (notwithstanding accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that from time the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to time there be released (in the case of a release) as may be no Obligations outstandingin possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) until acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. (such occurrence being b) Notwithstanding the “Termination Date”) the earlier of foregoing, if (i) the time at which all of the Obligations have been paid in full (other than and the Commitments of the Lenders to make any contingent obligations not then due Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and indemnification obligations not then due) and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, (ii) the consummation Secured US Obligations of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made type described in connection with the Liens granted hereunder. clause (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. and/or clause (c) In connection with any of the foregoingdefinition of Secured US Obligations (“Remaining Secured Obligations”) remain outstanding and (iii) all or a portion of the repayment of the Obligations is financed by the proceeds of Indebtedness of one or more Loan Parties or any affiliate of a Loan Party (“Refinancing Indebtedness”) which Refinancing Indebtedness is secured by property of such persons on an equal and ratable basis with the Remaining Secured Obligations, this Agreement shall terminate as if the Holder shall execute Remaining Secured Obligations have been paid in full and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery provisions of termination statements or documents pursuant to paragraph (a) of this Section 7.12 11.4 shall be without recourse to or warranty by apply concurrently with the Holderincurrence of such Refinancing Indebtedness. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not terminate but shall remain in full force and effect.

Termination; Release. (a) This Agreement shall continue terminate and the Pledged Collateral shall be released from the Lien of this Agreement upon the payment in effect (notwithstanding full of all of the fact that Secured Obligations or with respect to the Indenture Obligations, upon Legal Defeasance or Covenant Defeasance in accordance with the provisions of the Indenture, satisfaction and discharge of the Indenture in accordance with the provisions of the Indenture or otherwise in accordance with the Indenture. Subject to the Intercreditor Agreement, a Pledgor shall automatically be released from time to time there may its obligations hereunder and the security interests and the Liens resulting from this Agreement in the Collateral and the Liens resulting from this Agreement of such Pledgor shall be no Obligations outstanding) until (such occurrence being automatically released upon the “Termination Date”) consummation of any transaction or series of transactions permitted by the earlier Indenture as a result of (i) the time at which all of the Obligations Equity Interests of such Pledgor have been paid in full (disposed of to a Person other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation of the Exchange Agreement Closinganother Pledgor or Subsidiary thereof. Upon the occurrence of the Termination Datetermination hereof, the Holder security interests granted hereby shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any terminate and all termination statements rights to the Pledged Collateral shall revert to the applicable Pledgor or to such other person as may be appropriate entitled thereto pursuant to terminate all financing statements and other filings made any Legal Requirement. Upon termination hereof or any disposition or release of Pledged Collateral or the release of a Pledgor, in connection each case, in accordance with the Liens granted hereunder. (b) If any provisions of the Collateral shall be soldIndenture, transferred or otherwise disposed subject to the terms of by the Grantor in a transaction permitted by this Agreement or the NoteIntercreditor Agreement, the security interest created hereby in any Collateral that is so soldAgent shall promptly, transferred or otherwise disposed of shall automatically terminate and be released upon the closing written request and at the sole cost and expense of such salethe Pledgors, (i) assign, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeePledgors, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderCollateral Agent except that the Collateral Agent has not assigned or otherwise transferred its security interest in the Pledged Collateral, such of the Pledged Collateral to be released (in the case of a release) as may be in possession or control of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, with such endorsements or proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be and (ii) take any other action (at the expense of the Pledgors) reasonably requested to effectuate or evidence such termination or release. In addition the Collateral Agent will release automatically without the need for any further action by any Person, from the Lien created by the Collateral Documents (i) Collateral that is sold, transferred, disbursed or otherwise disposed of to a Person other than to a Pledgor to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions of the Indenture; provided that any products or proceeds received by the Issuer or a Guarantor in respect of any such Collateral shall continue to constitute Collateral to the extent required by the Indenture and the Collateral Documents; (ii) the property and assets of a Pledgor upon the release of such Pledgor from its Note Guarantee in accordance with the terms of the Indenture; (iii) any property or asset of a Pledgor that is or becomes Excluded Property; and (iv) to the extent required by the Intercreditor Agreement; provided, however, that notwithstanding any other provision of the Indenture or the Collateral Documents, Liens securing all or substantially all of the Collateral may be released only pursuant to the terms of the first sentence of this Section 11.4.

Termination; Release. (a) This After the Termination Date, this Agreement shall continue terminate (provided that all indemnities set forth herein including, without limitation in effect Section 8.1 hereof, shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3 and releases in form recordable in the United States Patent and Trademark Office and other applicable intellectual property registries) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Commitment and all Letters of Credit have been terminated, all Interest Rate Protection Agreements and Other Hedging Agreements entered into with any Hedging Creditor have been terminated, all Additional Secured Agreements entered into with any Additional Secured Creditor have been terminated, no Note under the Credit Agreement is outstanding and all Loans thereunder have been repaid in full, and all other Obligations then due and payable have been paid in full; provided, however, notwithstanding the fact that from time to time there may be no foregoing, after all Credit Document Obligations, Hedging Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the and Additional Secured Obligations have been paid in full (other than any contingent obligations not then due full, and indemnification obligations not then due) the Total Commitment, all Letters of Credit, all Interest Rate Protection Agreements and (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of Other Hedging Agreements entered into with a Hedging Creditor and all Additional Secured Agreements entered into with an Additional Secured Creditor have been terminated, the Termination Date, Date shall occur unless an Event of Default under the Holder Existing Senior Notes Documents has occurred and is continuing at such time (in which case such termination shall forthwith cause occur on the satisfaction, discharge first date thereafter on which no Event of Default under the Existing Senior Notes Documents exists and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunderis continuing). (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holder.

Termination; Release. (a) This When all the Secured Obligations have been paid in full and the Commitments of the Lenders to make any Loan under the Credit Agreement shall continue have expired or been sooner terminated in effect (notwithstanding accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that from time the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to time there be released (in the case of a release) as may be no Obligations outstandingin possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) until acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. (such occurrence being b) Notwithstanding the “Termination Date”) the earlier of foregoing, if (i) the time at which all of the Obligations have been paid in full (other than and the Commitments of the Lenders to make any contingent obligations not then due and indemnification obligations not then due) and Loan under the Credit Agreement shall have expired or been sooner terminated in accordance with the provisions of the Credit Agreement, (ii) the consummation Secured Obligations of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made type described in connection with the Liens granted hereunder. clause (b) If any of the Collateral shall be sold, transferred definition of Secured Obligations (“Remaining Secured Obligations”) remain outstanding and (iii) all or otherwise disposed a portion of the repayment of the Obligations is financed by the Grantor in proceeds of Indebtedness of one or more Credit Parties or any affiliate of a transaction permitted Credit Party (“Refinancing Indebtedness”) which Refinancing Indebtedness is secured by property of such persons, this Agreement or shall terminate as if the Note, Remaining Secured Obligations have been paid in full and the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed provisions of paragraph (a) of this Section 11.4 shall automatically terminate and be released upon apply concurrently with the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear incurrence of the Lien Refinancing Indebtedness and security interest created hereby; provided thatthe securing of the Refinancing Indebtedness and the Remaining Secured Obligations on an equal and ratable basis. For the avoidance of doubt, to if the extent required by Refinancing Indebtedness is not secured, this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holdernot terminate but shall remain in full force and effect. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holder.

Termination; Release. (a) This Agreement shall continue Upon payment in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all full of the Secured Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) accordance with the consummation provisions of the Exchange Agreement Closing. Upon the occurrence Indenture and any Additional Parity Lien Agreement, or otherwise in accordance with Section 10.04 of the Termination DateIndenture or any substantially similar provision in any Additional Parity Lien Agreement, the Holder Security Interest granted hereby shall forthwith cause terminate and all rights to the satisfactionCollateral shall revert to Assignors or any other Person entitled thereto. At such time, discharge and Collateral Trustee will authorize the filing of appropriate termination statements to terminate such Security Interests. No transfer or renewal, extension, assignment, or termination of this Agreement or of the Indenture, any other Note Document, or any other instrument or document executed and delivered by any Assignor to Collateral Trustee nor any other notes issued by the Issuer to any Holder, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Assignors, or any of them, by Collateral Trustee, nor any other act of the Secured Creditors, or any of them, shall release any Assignor from any obligation, except a release or discharge executed in writing by Collateral Trustee in accordance with the provisions of this Agreement, the Indenture and the Liens granted hereunder (subject Collateral Trust Agreement. Collateral Trustee shall not by any act, delay, omission or otherwise, be deemed to Section 7.8) have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Collateral Trustee and then only to the extent therein set forth. A waiver by Collateral Trustee of any right or remedy on any occasion shall prepare and record not be construed as a bar to the exercise of any and all termination statements as may be appropriate to terminate all financing statements and such right or remedy which Collateral Trustee would otherwise have had on any other filings made in connection with the Liens granted hereunderoccasion. (b) If In the event that any part of the Collateral shall be sold, transferred is sold or otherwise disposed of (to a Person other than an Assignor), in each case in connection with a sale or disposition permitted by the Grantor Note Documents and any Additional Parity Lien Agreement, and the proceeds of such sale, disposition (or from such release) or loss are applied in a transaction permitted by this Agreement accordance with the terms of the Indenture or such other Note Documents or Additional Parity Lien Agreement, as the Notecase may be, to the extent required to be so applied, subject to the terms and provisions of the Collateral Trust Agreement, Collateral Trustee, at the request and expense of such Assignor and upon satisfaction of each of the applicable conditions precedent described in Article 4 of the Collateral Trust Agreement, will duly release from the security interest created hereby (and will execute and deliver such documentation, including termination or partial release statements and the like in connection therewith) and assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral that as is then being (or has been) so sold, transferred sold or otherwise disposed of shall automatically terminate and be released upon the closing of such saleof, transfer or other dispositionreleased, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of a total loss or constructive total loss as provided above and as may be in the possession of Collateral Trustee and has not theretofore been released pursuant to this Agreement. Furthermore, upon the release of any Assignor from the Note Guarantee in accordance with the provisions thereof, such sale, assignment, transfer or disposition or as otherwise consented to Assignor (and the Collateral at such time assigned by Holderthe respective Assignor pursuant hereto) shall be released from this Agreement. (c) In connection with At any time that an Assignor desires that Collateral Trustee take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 9.8(a) or (b), such Assignor shall deliver to Collateral Trustee a certificate signed by an Authorized Officer of such Assignor satisfying the conditions of Section 4.1(b)(1) of the foregoing, the Holder shall execute Collateral Trust Agreement and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents otherwise stating that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery release of termination statements or documents the respective Collateral is permitted pursuant to such Section 9.8(a) or (b). (d) Collateral Trustee shall have no liability whatsoever to any other Secured Creditor, any Assignor or any other Person as the result of any release of Collateral by it upon receipt of the officers’ certificate described in Section 9.8(c) hereof or which Collateral Trustee in good faith believes to be in accordance with this Section 7.12 shall be without recourse to or warranty by the Holder9.8.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding When all the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Secured Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then duein which no claim has been made) and (ii) the consummation Commitments of the Exchange Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement Closingshall have expired or been sooner terminated and all Letters of Credit have been terminated or collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the Liens granted hereunder sole cost and expense of the Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (subject to Section 7.8in the case of a release) and shall prepare and record any and all termination statements as may be appropriate in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to terminate all the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements and other filings made in connection with or releases) acknowledging the Liens granted hereundertermination hereof or the release of such Pledged Collateral, as the case may be. (b) Notwithstanding the foregoing, if (i) the Obligations have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or collateralized in accordance with the provisions of the Credit Agreement, (ii) Secured Obligations of the type described in clause (b) of the definition of Secured Obligations ("Remaining Secured Obligations") remain outstanding and (iii) all or a portion of the repayment of the Obligations is financed by the proceeds of Indebtedness of one or more Loan Parties or any affiliate of a Loan Party ("Refinancing Indebtedness") which Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as if the Remaining Secured Obligations have been paid in full and the provisions of paragraph (a) of this Section 11.4 shall apply concurrently with the incurrence of the Refinancing Indebtedness and the securing of the Refinancing Indebtedness and the Remaining Secured Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not terminate but shall remain in full force and effect. (c) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor any Pledgor in a transaction permitted by this Agreement or the NoteCredit Agreement, then the security interest created hereby in any Collateral that is so soldAgent, transferred or otherwise disposed of shall automatically terminate and be released upon at the closing sole expense of such salePledgor, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to such Pledgor all releases or other documents necessary or desirable for the Grantor or release of the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence Liens created hereby on such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderCollateral.

Termination; Release. This Security Agreement shall terminate after (a) This Agreement shall continue in effect the final satisfaction of all Obligations (notwithstanding excluding for the fact that from time to time there may be no Obligations outstandingpurposes hereof, Close-out Amounts) until and termination of all of the other Loan Documents (such occurrence being excluding for the “Termination Date”purposes hereof, Swap Contracts); and (b) the earlier of either (i) the time at which all of the Obligations have been paid payment in full (other than any contingent in cash and performance of all obligations not then due and indemnification obligations not then dueowing to the Swaps Lenders under Swap Contracts outstanding on the date clause (a) above should occur and termination of said Swap Contracts, or (ii) the consummation Swap Lenders party to such Swap Contracts have notified the Collateral Agent that all obligations under said Swap Contracts have been fully collateralized with cash deposited at such Swap Lenders or such Swap Lenders have consented in writing to the termination of the Exchange Agreement Closingthis Agreement. Upon Following payment in full of all Obligations pursuant to clause (a) above, but before the occurrence of the Termination Dateevents described in clause (b) above, this Agreement shall continue to secure all obligations owing to the Swap Lenders under Swap Contracts outstanding on the date of such final satisfaction of the Obligations described in clause (a), and the Collateral Agent shall thereafter exercise all of its rights and remedies with respect to the Collateral on behalf of such Swap Lenders. For purposes of clarification hereunder, nothing in this Section 8.08 shall be deemed to alter any of the provisions of Section 8.20 of the Credit Agreement or the Intercreditor Agreements. After the termination of this Agreement, the Holder shall forthwith cause Collateral Agent, at the satisfactionrequest and expense of the Borrower, discharge will execute and deliver to the Borrower the proper instruments (including but not limited to UCC termination statements on form UCC-3 or financing change statements) acknowledging the termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any release of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so soldgranted hereby, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such salewill duly assign, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor Borrower (without recourse and without any representation or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents warranty other than that the Grantor shall reasonably request from time Collateral Agent has not assigned or transferred its rights, title and interests in the Collateral to time to evidence a third party) such termination. Any execution of the Collateral as may be in possession of the Collateral Agent and delivery of termination statements has not theretofore been sold or documents otherwise applied or released pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderAgreement.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding When all the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Secured Obligations have been paid in full (other than any contingent obligations not then due inchoate indemnification and indemnification cost reimbursement obligations not then due) and (ii) the consummation Commitments of the Exchange Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement Closingshall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Pledged Collateral shall be sold, transferred or otherwise disposed released from the Lien of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing sale by any Pledgor of any Pledged Collateral in accordance with Section 7.5 of the Credit Agreement, such sale, transfer or other disposition, and such Pledged Collateral shall be sold free and clear released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the NoteCredit Agreement, the Holder shall have consented to such saleCollateral Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeePledgor, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderCollateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. (b) Notwithstanding Section 2.1, in connection with the granting of a Lien permitted by Section 7.1(d) of the Credit Agreement in any Real Property or Equipment owned by a Pledgor or with the disposition of Receivables Assets of a Pledgor permitted by Section 7.5(i) of the Credit Agreement pursuant to a Permitted Receivables Financing, the Collateral Agent shall, at such Pledgor’s request if required by the lender or lessor providing Debt to be secured by such Lien or such Receivables Assets, as applicable, at such Pledgor’s expense, execute and deliver such documents as such Pledgor shall reasonably request to evidence the release of such item or items of Pledged Collateral from the Lien of this Agreement; provided, however, that such Pledgor shall have delivered to the Collateral Agent, at least three Business Days prior to the date of the proposed realease, a written request decribing the items of Collateral, together with a form of release for execution by the Collateral Agent, and a certificate of the chief financial officer of such Pledgor to the effect that the transaction is in compliance with the Credit Agreement and as to such other matters as the Collateral Agent may reasonably request.

Termination; Release. (a) This Agreement shall continue in effect terminate and the Pledged Collateral shall be automatically released from the Lien of this Agreement when the Commitments have been terminated and the principal of and interest and premium (notwithstanding the fact that from time to time there may be no Obligations outstandingif any) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which on each Loan, all of the Obligations Fees and all other expenses or amounts payable under any ABL Loan Document shall have been paid in full and all Letters of Credit have been canceled or have expired or have been Cash Collateralized and all amounts drawn thereunder have been reimbursed in full (other than any contingent obligations not then due and indemnification obligations not then due) for which no claim or demand has been made and (ii) that, pursuant to the consummation provisions of the Exchange Credit Agreement Closingor the Security Documents, survive the termination thereof). Upon the occurrence of the Termination Datetermination hereof, the Holder security interests granted hereby shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any terminate and all termination statements rights to the Pledged Collateral shall revert to the applicable Pledgor or to such other person as may be appropriate entitled thereto pursuant to terminate all financing statements and any Order or other filings made applicable Legal Requirement. Upon termination hereof or any release of Pledged Collateral in connection accordance with the Liens granted hereunderprovisions of the Credit Agreement, subject to the terms of the Intercreditor Agreement, the Collateral Agent shall promptly, upon the written request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to the Pledgors, against receipt and without recourse to or warranty of any kind (either express or implied) by the Collateral Agent (except that the Collateral Agent has not assigned or otherwise transferred its security interest in the Pledged Collateral), such of the Pledged Collateral to be released (in the case of a release) as may be in possession or control of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, with such endorsements or proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. (b) If any of the Collateral shall be is sold, transferred or otherwise disposed of by the Grantor any Pledgor (other than to another Pledgor) in a transaction permitted by the Credit Agreement, then the lien created pursuant to this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free released, and clear the Collateral Agent, at the request and sole expense of such Pledgor, shall promptly execute and deliver to such Pledgor all releases or other documents reasonably necessary or desirable and in form reasonably satisfactory to the Lien Collateral Agent and take such further actions for the release of such Collateral (not including Proceeds thereof) from the security interest interests created hereby; provided that, that the applicable Pledgor shall have delivered to the extent required by this Agreement Collateral Agent, at least five Business Days (or such shorter period of time acceptable to the NoteCollateral Agent) prior to the date of the proposed release, a certificate of a Responsible Officer of such Pledgor with request for release identifying the Holder shall have consented to such sale, transfer or other disposition; provided, further, relevant Collateral and certifying that such security interest will continue to attach to all proceeds of such sales, transfers or transaction is in compliance with the Credit Agreement and the other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by HolderABL Loan Documents. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holder.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of After the Termination Date, this Agreement and the Holder security interests created hereby shall forthwith cause terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the satisfactionPledgee, discharge at the request and expense of any Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on Form UCC-3) acknowledging the satisfaction and termination of this Agreement Agreement, and the Liens granted hereunder will duly assign, transfer and deliver to such Pledgor (subject to Section 7.8without recourse and without any representation or warranty) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any such of the Collateral shall be sold, transferred as has not theretofore been sold or otherwise disposed of by the Grantor in a transaction permitted by this Agreement applied or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty Agreement, together with any moneys at the time held by the HolderPledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3(a)(iv). As used in this Agreement, "Termination Date" shall mean the date upon which no obligations remain pursuant to the HEC/JCC Agreement or any other Minimum Payment Guaranty Documents and all Minimum Payment Guaranties have been terminated, the total commitments under the Revolving Credit Agreement have terminated, no Senior Note under the Senior Note Indenture is outstanding (and all Senior Notes have been repaid in full), all letters of credit under the Revolving Credit Agreement have been terminated, and all other Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full.

Termination; Release. (a) This Agreement Security Agreement, the Lien in favor of the Agent (for the benefit of itself and the other Credit Parties) and all other security interests granted hereby shall continue in effect (notwithstanding the fact that from time automatically terminate with respect to time there may be no all Secured Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of when (i) the time at which all of Commitments shall have expired or been terminated, and (ii) the Secured Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Datefull; provided, the Holder shall forthwith cause the satisfactionhowever, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made that in connection with the Liens granted hereundertermination of this Security Agreement and the release and termination of the security interests in the Collateral, the Agent may require such indemnities and collateral security as they shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (y) any obligations that may thereafter arise with respect to the Other Liabilities, and (z) any Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted) that may thereafter arise under Section 10.04 of the Credit Agreement. (b) If any A Grantor (other than Borrower) shall automatically be released from its obligations hereunder and the Lien in favor of the Agent (for the benefit of itself and the other Credit Parties) on the Collateral shall be sold, transferred or otherwise disposed of by the such Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing consummation of any transaction (i) permitted by the Credit Agreement as a result of which such sale, transfer Grantor ceases to be a Subsidiary of Borrower or (ii) to which the Required Lenders (or such other disposition, and such Collateral number or percentage of the Lenders as shall be sold free and clear of expressly provided for in the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder Credit Agreement) shall have consented pursuant to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds Section 10.01 of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by HolderCredit Agreement. (c) In connection with Upon any Permitted Disposition by any Grantor of any Collateral, or upon the effectiveness of any written consent to the release of any security interest granted hereby in any Collateral pursuant to Section 10.01 of the foregoingCredit Agreement, the Holder security interest in such Collateral shall execute be automatically released. (d) The Collateral shall be released from the Lien of this Security Agreement in accordance with the provisions of this Security Agreement and the Credit Agreement. Upon termination hereof or any release of Collateral in accordance with this Section 8.5 and the provisions of the Credit Agreement, the Agent shall, upon the request and at the sole reasonable cost and expense of the Grantors, promptly assign, transfer and deliver to the Grantor or the Grantor’s designeeGrantors, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderAgent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) as may be in possession of the Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral, promptly deliver proper documents and instruments (including UCC 3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (e) At any time that the respective Grantor desires that the Agent take any action described in clause (b) of this Section 8.5, such Grantor shall, upon request of the Agent, deliver to the Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to clause (a) or (b) of this Section 8.5. The Agent shall have no liability whatsoever to any other Credit Party as the result of any release of Collateral by it as permitted (or which the Agent in good faith believes to be permitted) by this Section 8.5.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding the fact that from At such time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of as the Obligations have been paid in full (other than any contingent obligations not indemnification Obligations for which no demand has been made and any Obligations owing to a Non-Lender Secured Party) then due and indemnification owing shall have been paid in full, the Commitments under the Credit Agreement have been terminated and no Letters of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent), all Collateral shall be automatically released from the Liens created hereby, and this Security Agreement and all obligations not then due(other than those expressly stated to survive such termination) and (ii) the consummation of the Exchange Agreement ClosingCollateral Agent and each Grantor shall automatically terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Grantor. Upon At the occurrence request and sole expense of the Termination Dateany Grantor following any such termination, the Holder Collateral Agent shall forthwith promptly execute, acknowledge and deliver to such Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause the satisfactionto be done all other acts, discharge and termination of this Agreement and the Liens granted hereunder (subject as such Grantor shall reasonably request to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunderevidence such termination. (b) If Upon any Permitted Disposition of Collateral (whether by way of the sale of assets or the sale of Capital Stock of a Grantor of Collateral) of the type described in items (1), (2) (provided the requirements set forth in the first proviso to such section are satisfied), (4) and (5) of the definition of “Permitted Disposition” or any other type of Permitted Disposition involving divestiture of any Grantor’s title to the related Collateral under the Credit Agreement, the Lien pursuant to this Security Agreement on such sold or disposed of Collateral shall be automatically released. In connection with any other Disposition of Collateral not covered by the preceding sentence (whether by way of the sale of assets or the sale of Capital Stock of a Grantor of such Collateral) permitted under the Credit Agreement, the Collateral Agent shall, upon receipt from such Grantor of a written request for the release of the Collateral shall be sold, transferred subject to such sale or otherwise disposed other disposition (or in the case of by the Grantor in a transaction permitted by this Agreement or the Notesale of Capital Stock of such Grantor, the security interest release of such Grantor’s Collateral), at such Grantor’s sole cost and expense, promptly execute, acknowledge and deliver to such Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as such Grantor shall reasonably request to evidence or effect the release of the Liens created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of (if any) on such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by HolderCollateral. (c) In connection If the Borrower or any other Grantor requests release documentation with respect to any of the foregoingCollateral released as provided in this Section 6.12, including UCC termination statements or other release-related documentation, the Holder Borrower or other Grantor requesting such documentation shall execute and deliver to the Grantor or Collateral Agent an Officer’s Certificate stating that the release of such Grantor’s designee, at the Grantor’s expense, all respective Collateral that is to be evidenced by such UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents other instruments is permitted pursuant to this Section 7.12 6.12 and the relevant provisions of the Credit Agreement (provided that an Officer’s Certificate delivered to the Administrative Agent pursuant to Section 6.09(c) of the Credit Agreement shall be deemed to satisfy the requirements of this clause (g)). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted by this Section 6.12. (d) Anything to the contrary contained in this Security Agreement or any Security Agreement Supplement notwithstanding, the Lien of this Security Agreement shall automatically be released without recourse necessity of any further action by any Person with respect to any Pledged Spare Part upon such Pledged Spare Part being incorporated in, installed on, attached or warranty made appurtenant to, or used in any aircraft, engine or propeller. (e) The Liens on any Account Collateral that is withdrawn from any Account (in each case, in compliance with the Credit Agreement) prior to receipt of a Notice of Exclusive Control (as defined in the applicable Account Control Agreement) by the HolderSecurities Intermediary or after receipt of a Rescission Notice (as defined in the Account Control Agreement) by the Securities Intermediary shall be automatically released upon such withdrawal.

Termination; Release. (a) This Security Agreement, the Lien in favor of the Collateral Agent (for the benefit of itself and the other Credit Parties) and all other security interests granted hereby shall terminate with respect to all Secured Obligations (other than contingent indemnification obligations for which claims have not been asserted) and all obligations (other than those expressly stated to survive termination) of the Collateral Agent and each Grantor set forth in this Security Agreement shall continue in effect (notwithstanding terminate, and all rights to the fact that from time Collateral shall revert to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of Grantors when (i) the time at which all of the Obligations Commitments shall have expired or been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and terminated, (ii) the consummation principal of and interest on each Loan and all fees and other Secured Obligations shall have been indefeasibly paid in full in cash, (iii) each Letter of Credit (as defined in the Exchange Agreement Closing. Upon Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, (B) been Cash Collateralized to the occurrence extent required by the Credit Agreement, or (C) been supported by another letter of credit in a manner reasonably satisfactory to the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement applicable L/C Issuer and the Liens granted hereunder Agent, and (subject to Section 7.8iv) and all Unreimbursed Amounts shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made have been indefeasibly paid in full in cash; provided, however, that in connection with the Liens granted hereundertermination of this Security Agreement, the Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (y) any obligations that may thereafter arise with respect to the Other Liabilities, and (z) any Secured Obligations that may thereafter arise under Section 10.04 of the Credit Agreement. (b) If any of the The Collateral shall be sold, transferred released from the Lien of this Security Agreement in accordance with the provisions of the Credit Agreement. Upon termination hereof or otherwise disposed any release of by Collateral in accordance with the Grantor in a transaction permitted by this Agreement or provisions of the NoteCredit Agreement, the security interest created hereby in any Collateral that is so soldAgent shall, transferred or otherwise disposed of shall automatically terminate and be released upon the closing request and at the sole cost and expense of such salethe Grantors, assign, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeeGrantors, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderCollateral Agent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (c) At any time that the respective Grantor desires that the Collateral Agent take any action described in clause (b) of this SECTION 9.5, such Grantor shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to clause (a) or (b) of this SECTION 9.5. The Collateral Agent shall have no liability whatsoever to any other Credit 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 9.5.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which When all of the Secured Obligations have been paid in full (other than any contingent the obligations under Secured Hedge Agreements and Treasury Services Agreements not then yet due and indemnification obligations not then duepayable) and (ii) the consummation Revolving Commitments and the Swingline Commitments have expired or been sooner terminated and all Letters of Credit issued under the Credit Agreement have been terminated or Cash Collateralized in accordance with the provisions of the Exchange Credit Agreement Closing(the “Discharge of Obligations”), this Agreement shall automatically, and without any action by any party hereto, terminate. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Pledged Collateral shall be soldreleased from the Lien of this Agreement. Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Credit Agreement, transferred or otherwise disposed upon the effectiveness of by any written consent to the Grantor release of the security interest granted hereby in a transaction permitted by this Agreement or any Collateral pursuant to Section 10.1 of the NoteCredit Agreement, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear automatically released. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the NoteCredit Agreement, the Holder shall have consented to such saleAdministrative Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeePledgor, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderAdministrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in the possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. 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 Pledgor 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 Pledgor, as the case may be, effected in the manner permitted by this Agreement shall not require the consent of any Secured Approved Counterparty.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding Notwithstanding anything to the fact that from time to time there may be no Obligations outstanding) until (such occurrence being contrary herein, when all the “Termination Date”) the earlier of (i) the time at which all of the Secured Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation Commitments of the Exchange Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement Closingshall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Pledged Collateral shall be sold, transferred released from the Lien of this Agreement. Upon such release or otherwise disposed any release of by Pledged Collateral or any part thereof in accordance with the Grantor in a transaction permitted by this Agreement or provisions of the NoteCredit Agreement, the security interest created hereby in any Collateral that is so soldAgent shall, transferred or otherwise disposed of shall automatically terminate and be released upon the closing request and at the sole cost and expense of such salethe Pledgors, assign, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeePledgor, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderCollateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. (b) Notwithstanding the foregoing, if (i) the Obligations (other than the Secured Obligations of the type described in clause (b) of the definition of Secured Obligations (“Remaining Secured Obligations”), which remain outstanding) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, and (ii) all or a portion of the repayment of the Obligations is financed by the proceeds of Indebtedness of one or more Loan Parties or any affiliate of a Loan Party (“Refinancing Indebtedness”) which Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as if the Remaining Secured Obligations have been paid in full and the provisions of paragraph (a) of this Section 11.4 shall apply concurrently with the incurrence of the Refinancing Indebtedness and the securing of the Refinancing Indebtedness and the Remaining Secured Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not terminate but shall remain in full force and effect.

Termination; Release. (a) This Agreement shall continue in effect Subject to clauses (notwithstanding the fact that from time to time there may be no Obligations outstandingb), (c) until and (such occurrence being the “Termination Date”d) the earlier of this Section 12, (i) this Agreement, the time at which all Liens in favor of each Pledgee (for the benefit of the Credit Parties or the Pre-Petition Credit Parties, as applicable) and all other security interests granted hereby shall terminate with respect to all Obligations and Pre-Petition Liabilities when Payment in Full shall have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) occurred, and (ii) the consummation Pledgees shall deliver all remaining Cash Collateral to the Applicant Representative (or in accordance with applicable Law) within ten (10) Business Days following Payment in Full, provided, however, that (A) this Agreement, the Lien in favor of each Pledgee (for the benefit of the Exchange Agreement Closing. Upon Credit Parties or the occurrence Pre-Petition Credit Parties, as applicable) and all other security interests granted hereby shall be reinstated if at any time payment, or any part thereof, of any portion of the Termination DateObligations or Pre-Petition Liabilities is rescinded or must otherwise be restored by any Credit Party, any Pre-Petition Credit Party or any Pledgor upon the Holder shall forthwith cause bankruptcy or reorganization of any Pledgor or otherwise, and (B) in connection with the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) release and termination of the security interests in the Cash Collateral, each Pledgee may require such indemnities and collateral security as it shall prepare and record any and all termination statements as may be reasonably deem necessary or appropriate to terminate all financing statements protect the Credit Parties or the Pre-Petition Credit Parties, as applicable, against (x) loss on account of credits previously applied to the Obligations or Pre-Petition Liabilities, as applicable, that may subsequently be reversed or revoked, and other filings made in connection with (y) any Obligations that may thereafter arise under Section 9.04 of the Liens granted hereunderLetter of Credit Agreement or any Pre-Petition Liabilities that may thereafter arise under Section 10.04 of the Pre-Petition Credit Agreement. (b) If In the event of the returning undrawn to the L/C Issuer of any Letter of Credit or the passage of fifteen days following the expiry date of any Letter of Credit with no drawing or other presentment having been made, if no Event of Default under any of Sections 8.01(a), (b), (h), (i), (n) or (v) of the Collateral shall be sold, transferred or otherwise disposed Letter of by the Grantor in a transaction permitted by this Credit Agreement or the Notethen exists, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed Pledgees shall remit to the Applicant Representative an amount equal to 103% of the face amount of such Letter of Credit within five (5) Business Days of such event and the Lien thereon shall automatically terminate and be released upon the closing of such sale, transfer without any further action by any Pledgee or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by HolderPledgor. (c) In If as of the Challenge Period Termination Date a party in interest with requisite standing (including any Committee) has filed a Challenge Proceeding against the Pre-Petition Credit Parties related to the Pre-Petition Debt and/or Pre-Petition Liens, then the Cash Management/Indemnity Account and the Pledged Cash therein shall be maintained until final resolution of such Challenge Proceeding, subject to the provisions of Paragraph 12(d)(iv) and Paragraph 38 of the Interim Borrowing Order. If as of the Challenge Period Termination Date no party has filed a Challenge Proceeding against the Pre-Petition Credit Parties related to the Pre-Petition Debt and/or Pre-Petition Liens, whether in the Chapter 11 Case or independently in another forum, court, or venue, then the Cash Management/Indemnity Account shall thereafter secure only the Cash Management Obligations. (d) If following the final resolution of all Challenge Proceedings described in the first sentence of Section 12(c) above or, if no Challenge Proceeding has been filed, following the Challenge Period Termination Date, (i) the Pledgors have terminated Bank of America’s cash management and treasury management services to the Pledgors, and (ii) all Cash Management Obligations (including, without limitation, all fees, costs and expenses with respect thereto) in connection with such services have then been paid, then all funds then on deposit in the Cash Management/Indemnity Account net of (x) any of the foregoing, the Holder remaining unpaid Cash Management Obligations and (y) any amounts previously debited from such account shall execute and deliver be released to the Grantor or Applicant Representative not later than ten (10) Business Days following the Grantor’s designee, at later of (i) the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence date of such termination. Any execution , and delivery (ii) the Lien Release Date, and the Lien on such funds shall automatically be released without any further action by any Pledgee or any Pledgor. (e) Capitalized terms used in the foregoing Sections 12(c) and 12(d) but not defined in the Letter of termination statements Credit Agreement or documents pursuant herein shall have the meanings assigned to this Section 7.12 shall be without recourse to or warranty by such terms in the HolderInterim Borrowing Order.

Termination; Release. (a) This Agreement Agreement, the Security Interest and all other security interests granted hereby shall continue in effect terminate when all Obligations (notwithstanding the fact that from time to time there may be other than contingent indemnification obligations for which no Obligations outstandingclaim has been made) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements Commitments and other filings made in connection with the Liens granted hereunderNew Commitments have terminated or expired. (b) If A Grantor (other than the Borrower) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Grantor ceases to be a Subsidiary of the Borrower. (c) Upon any sale or other transfer or disposition 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 any Collateral pursuant to the Credit Agreement or this Agreement, the Security Interest in such Collateral shall be sold, transferred automatically released; provided that if any Grantor provides cash collateral to an issuing bank in connection with such issuing bank’s issuance of a bank guarantee or otherwise disposed letter of by credit for the account of any Grantor or any of their respective Subsidiaries in a transaction permitted by this Agreement or the NoteCredit Agreement, then the security interest created hereby Security Interest in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such cash constituting Collateral shall be sold free and clear of automatically released so long as the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds amount of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holdercash constitutes a Permitted Cash Collateral Release Amount. (cd) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of the foregoingthis Section 9.14, the Holder Administrative Agent shall execute and deliver to the any Grantor or the Grantor’s designee, at the such Grantor’s expense, all UCC termination statements statements, releases and similar documents that the such Grantor shall reasonably request from time to time to evidence such terminationtermination or release. Any execution and delivery of termination statements statements, releases, or other documents pursuant to this Section 7.12 9.14 shall be without recourse to or warranty by the HolderAdministrative Agent. . This SECURITY SUPPLEMENT, dated as of [____________], 20[ ], is delivered pursuant to the Pledge and Security Agreement, dated as of December 20, 2019 (as it may from time to time be amended, restated, amended and restated, modified or supplemented, the “Security Agreement”), among PALANTIR TECHNOLOGIES INC., a Delaware corporation (the “Borrower”), the other LOAN PARTIES from time to time party thereto (collectively, with the Borrower, the “Grantors”, and each, a “Grantor”), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Capitalized terms used herein but not defined herein are used with the meanings given them in the Security Agreement. Each Grantor confirms that it pledges and grants to the Administrative Agent, for its benefit and for the benefit of the Secured Parties, as set forth in and subject to the terms and conditions of the Security Agreement, a continuing security interest in and Lien on all of its right, title and interest in, to and under the Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as security for the prompt and complete payment and performance in full when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code) of all Secured Obligations. Each Grantor represents and warrants that the attached supplements to Perfection Certificate accurately and completely set forth all additional information required pursuant to the Security Agreement and hereby agrees that such supplements to the Perfection Certificate shall constitute part of the Perfection Certificate.

Termination; Release. (a) This After the Termination Date (as defined below), this Agreement shall continue terminate (provided that all indemnities set forth herein including, without limitation, in effect Section 9.1 hereof shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (notwithstanding including UCC termination statements on form UCC-3) acknowledging the fact that from time satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to time there such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be no Obligations outstanding) until (such occurrence being in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date”” shall mean the earlier to occur of (x) the earlier of date upon which (i) the time at Non-Existing Senior Subordinated Secured Notes Obligations Termination Date shall have occurred and (ii) if (but only if) an Event of Default under, and as defined in, the Existing Senior Subordinated Secured Notes Indenture exists on the Non-Existing Senior Subordinated Secured Notes Obligations Termination Date, all Existing Senior Subordinated Secured Notes Obligations (other than those arising from indemnities for which all of the Obligations no claim has been made) then owing have been indefeasibly paid in full (other than any contingent obligations not then due and indemnification obligations not then dueor defeased in accordance with the terms of the Existing Senior Subordinated Secured Notes Indenture) and (iiy) that date upon which the consummation Required Secured Creditors shall have released all of the Exchange Agreement ClosingCollateral pledged hereunder in accordance with the requirements of Section 11.8(b) or (c) below. Upon For the occurrence avoidance of doubt, upon repayment in full of the Termination DateExisting Senior Subordinated Secured Notes Obligations or termination of the Existing Senior Subordinated Secured Notes Documents, the Holder shall forthwith cause security rights of the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made Existing Senior Subordinated Secured Notes Creditor in connection with the Liens granted hereunder. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in automatically released and discharged (without any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holderfurther action required). (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holder.

Termination; Release. (a) This Agreement shall continue in effect terminate and the Pledged Collateral shall be released from the Lien of this Agreement when the Commitments have been terminated and the principal of and interest and premium (notwithstanding the fact that from time to time there may be no Obligations outstandingif any) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which on each Loan, all of the Obligations Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than any contingent obligations not then due and indemnification obligations not then duethat, pursuant to the provisions of the Credit Agreement of the Security Documents, survive the termination thereof) and (ii) the consummation all Letters of the Exchange Agreement ClosingCredit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full. Upon the occurrence of the Termination Datetermination hereof, the Holder security interests granted hereby shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any terminate and all termination statements rights to the Pledged Collateral shall revert to the applicable Pledgor or to such other person as may be appropriate entitled thereto pursuant to terminate all financing statements and any Order or other filings made applicable Legal Requirement. Upon termination hereof or any release of Pledged Collateral in connection accordance with the Liens granted hereunder. (b) If any provisions of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the NoteCredit Agreement, the security interest created hereby Collateral Agent shall promptly (and in any Collateral that is so soldevent within 10 Business Days), transferred or otherwise disposed of shall automatically terminate and be released upon the closing written request and at the sole cost and expense of such salethe Pledgors, assign, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designeePledgors, at the Grantor’s expense, all UCC termination statements against receipt and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the HolderCollateral Agent, except that the Collateral Agent has not assigned or otherwise transferred its security interest in the Pledged Collateral, such of the Pledged Collateral to be released (in the case of a release) as may be in possession or control of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof and the other Transaction Documents, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. If at any time any payment (in whole or in part) of any Secured Obligations is invalidated, declared to be fraudulent or preferential, set aside, rescinded or must otherwise be restored by any Secured Party, this Agreement shall continue to be effective or be reinstated, as the case may be, all as though such payment had not been made.

Termination; Release. (a) This Upon Payment in Full, this Agreement shall continue in effect (notwithstanding terminate and be of no further force and effect, and the fact that from time Administrative Agent shall thereupon promptly return to time there may be no Obligations outstanding) until (the Borrowing Agent or another Debtor such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Obligations have been paid Collateral and such other documents delivered by any Debtor hereunder as may then be in full (other than any contingent obligations not then due the Administrative Agent’s possession, subject to the rights of third parties. Until such time, however, this Agreement shall be binding upon and indemnification obligations not then due) and (ii) inure to the consummation benefit of the Exchange Agreement Closingparties hereto and their respective successors and permitted assigns. Upon the occurrence The pledge, security interests and other Liens hereunder shall be automatically released on any Collateral consisting of assets or Equity Interests sold or otherwise Disposed of to a Person who is not a Loan Party in a sale or other Disposition or transfer permitted under Section 8.2.7 [Dispositions of Assets or Subsidiaries] or Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] of the Termination DateCredit Agreement, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record without any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunderfurther action by any party. (b) If any of the Collateral shall be sold or otherwise Disposed of by any Debtor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of the Borrowing Agent or such Debtor, shall, within a commercially reasonable period of time, execute and deliver to the Borrowing Agent or such Debtor all releases or other documents reasonably necessary or desirable to evidence the release of the Liens created hereby on such Collateral. In the event that any of the Equity Interests of any Debtor that is a Subsidiary of the Borrowing Agent shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this the Credit Agreement or and such Debtor shall no longer constitute a Subsidiary, then, at the Noterequest of the Borrowing Agent and at the sole expense of the Debtors, such Debtor shall be released from its obligations hereunder and, at the reasonable request of the Borrowing Agent and at the expense of the Debtors, the security interest created hereby in any Collateral that is so soldAdministrative Agent shall, transferred or otherwise disposed within a commercially reasonable period of shall automatically terminate and be released upon the closing of such saletime, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor Borrowing Agent any releases or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar other documents that the Grantor shall reasonably request from time to time necessary or desirable to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holderrelease.