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 the fact that from time With respect to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) SECTION 11.4 and the time at which all release of Liens on the Collateral securing the Notes Obligations, the Collateral Agent shall comply with any direction given to it by the Trustee pursuant to Section 11.04 of the Indenture, and (ii) SECTION 11.4 and the release of Liens on the Collateral securing Permitted Additional Pari Passu Obligations have been paid under any Permitted Additional Pari Passu Lien Agreement, the Collateral Agent shall comply with any direction given to it by the applicable Additional Pari Passu Agent pursuant to any similar provision of such Permitted Additional Pari Passu Lien Agreement; provided in full the case of clauses (other than any contingent obligations not then due and indemnification obligations not then duei) 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 that such direction is not inconsistent with 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 hereunderAgreement. (b) If any Subject to the terms of the Intercreditor Agreement, upon any release of Collateral shall be sold, transferred or otherwise disposed Mortgaged Property in accordance with the provisions of by the Grantor in a transaction permitted by this Agreement or the NoteSECTION 11.4, 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 except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Collateral or Mortgaged Property 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 or Mortgaged Property, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be.

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 13 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 (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 or any of its sub‑agents hereunder 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 issued by a Subsidiary of the Company (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and 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 by (to a Person other than a Loan Party) at any time prior to the Grantor Termination Date, in connection with a transaction sale or disposition permitted by this Section 7.05 of the Credit Agreement, or is otherwise released pursuant to the Credit Agreement, and the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or to the Noteextent required to be so applied, the Pledgee, at the request 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 sold, transferred sold or otherwise disposed of, or released, and as may be in the possession of the Pledgee (or, in the case of Collateral held by 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 Guarantor from the Guaranty in accordance with the provisions thereof, such Pledgor (and the Collateral at such time assigned or pledged by the respective Pledgor pursuant hereto) shall automatically terminate and be released upon from this Agreement. In the closing case of any such salesale or disposition of any property constituting Collateral in a transaction permitted pursuant to Section 7.05 of the Credit Agreement, transfer or other disposition, and the Liens created by this Agreement on such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required automatically released without need for further action 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 HolderPerson. (c) In connection with At any of time that any Pledgor desires that the foregoingPledgee deliver any release or such other documentation as provided in the foregoing Section 22(a) or (b), the Holder such Pledgor 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 a Responsible Officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 22(a) or (b) hereof. At any time that the Company or the Grantor’s designeerespective Pledgor desires that a Guarantor which has been released from the Guaranty be released hereunder as provided in the penultimate sentence of Section 22(b), at it shall deliver to the Grantor’s expense, all UCC termination statements Pledgee a certificate signed by a Responsible Officer of the Company 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 22(b). (d) The Pledgee shall have no liability whatsoever to any other Secured Party as the result of any release of Collateral by it in accordance with, or which the Pledgee in good faith believes to be in accordance with, this Section 7.12 shall be without recourse to or warranty by the Holder22.

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 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 promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (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 possession of the Pledgee 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 earliest of (i) the time at date upon which the Total Revolving Loan Commitment has been terminated, and all of the Credit Document 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 (provided the terms of the Secured Hedging Agreements and the other than any contingent obligations Secured Debt Agreements do not then due and indemnification obligations not then due) and otherwise prohibit the termination hereof), (ii) the consummation Collateral Release Date as defined in Section 10.15(d) of the Exchange Credit Agreement Closing. Upon (but subject to any deferral requested by the occurrence U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Credit Agreement and (iv) the Liens granted hereunder (date upon which the Credit Documents are amended to release all Collateral 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 hereunderthis Agreement. (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 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 (including any provision providing for the Holder appointment of the Collateral Agent as attorney-in-fact for any Grantor) and the Liens and security interests granted hereunder shall forthwith cause terminate automatically and without further action by any party, and the satisfactionCollateral Agent, discharge at the written request and sole expense of the Company, will execute and deliver to each Grantor the proper instruments acknowledging the termination of this Agreement, and will duly assign, transfer and deliver to each Grantor (without recourse and without any representation or warranty) such of the Collateral as may be in possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. In addition, the Collateral Agent, at the written request and sole expense of the Company, will release from the Lien created hereunder: (1) Collateral that is sold, transferred, disbursed or otherwise disposed of to a Person other than a Grantor to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions of the Indenture, as certified in writing by the Company; provided that any products, proceeds or other consideration received by the Grantors in respect of any such Collateral shall continue to constitute Collateral to the extent required hereunder; (2) the property and assets of a Grantor upon the release of such Grantor from its Note Guarantee in accordance with the terms of the Indenture, as certified in writing by the Company; and (3) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Company. The Collateral Agent shall also execute and deliver, at the written request and expense of the Company, upon termination of this Agreement and or occurrence of any event in the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all immediately preceding sentence, such 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 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 dispositionstatements, and such Collateral other documentation as shall be sold free reasonably requested by any Grantor to effect the termination and clear release of the Lien Liens and security interest created hereby; provided that, to the extent required interests granted 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 HolderAgreement. (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 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 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 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 After the Termination Date (as defined below), this Agreement 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 Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (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 possession of the Pledgee, if any. As used in this Agreement, “Termination Date”) ” shall mean the earlier earliest of (i) the time at date upon which all of the Obligations Commitments have been paid terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in full (other than any contingent obligations not accordance with their terms, so long as no amounts are then due and indemnification obligations not then duepayable in respect thereof, and (y) and Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the consummation Release Date as defined in Section 6.14(d) of the Exchange Credit Agreement Closing. Upon (but subject to any deferral requested by the occurrence Company pursuant to the next to last sentence of Section 6.14(d) of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Credit Agreement and the Liens granted hereunder applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to 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 hereunderthis Agreement. (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 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 and the Holder security interest created hereby shall forthwith cause terminate, and the satisfactionCollateral Agent shall, discharge at the request and expense of the Pledgors, promptly execute and deliver to the applicable Pledgor as promptly thereafter as reasonably practicable 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 will duly assign, transfer and deliver to the Liens granted hereunder applicable 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 the Collateral of such Pledgor as may be appropriate 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 terminate all financing statements and other filings made in connection this Agreement, together with any proceeds of Collateral at the Liens granted time held by the Collateral Agent 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 of is sold in connection with a sale not prohibited by the Grantor Indenture or released in a transaction permitted by this Agreement accordance with Article Eleven of the Indenture and the proceeds of such sale or sales or from such release are applied in accordance with, and to the Noteextent required by, the security interest created hereby in any Collateral that is Indenture, to the extent required to be so soldapplied, 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 will 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 or and the NoteCollateral Agent, at the Holder shall have consented request and expense of the applicable 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 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 At any time that any Pledgor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoingforegoing Section 10.9(b), the Holder 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 Collateral Agent a certificate signed by its chief financial 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 10.9(a) or (b). (d) The Collateral Agent shall have no liability whatsoever to any Holder as a result of any release of Collateral by it in accordance with this Section 7.12 shall be without recourse to or warranty by the Holder10.9.

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 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 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 After the Termination Date (as defined below), this Agreement shall continue terminate (provided that all indemnities set forth herein including, without limitation, 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 promptly 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 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 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 Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note (as defined in the Credit Agreement) or Letter of Credit is outstanding (other than Letters of Credit, together with all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Letter of Credit Issuer as provided in the Credit Agreement) and all other Obligations (other than indemnities described in Section 7.12 shall be without recourse to or warranty by 11 hereof and in Section 12.13 of the HolderCredit Agreement which are not 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 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 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. (a1) 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, all without delivery of any instrument or performance of any act by any party, and all rights to the Holder Collateral shall forthwith cause revert to the satisfactionObligor (provided that all indemnities set forth herein including, without limitation, in Section 9.1 hereof, shall survive termination) and the Collateral Agent, at the request and expense of the Obligor, will promptly execute and deliver to the Obligor a proper instrument or instruments (including PPSA discharge statements) acknowledging the satisfaction and termination of this Agreement Agreement, and will duly assign, transfer and deliver to the Liens granted hereunder Obligor (subject to Section 7.8without recourse and without any representation or warranty) and shall prepare and record any and all termination statements such of the Collateral as may be appropriate in the possession of the Collateral Agent or any of its sub agents hereunder 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. (b2) 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) (x) at any time prior to the Termination Date, in connection with a sale or disposition permitted by Section 10.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement), or (y) at any time thereafter, to the extent permitted by the Grantor Other Credit Documents, and in a transaction permitted by this the case of clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or other Credit Document, as the 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 maybe, to the extent required by this Agreement or the Noteto be so applied, the Holder shall have consented to Collateral Agent, at the request and expense of the Obligor, will duly release from the Security Interest created hereby (and will execute and deliver such saledocumentation, including termination or partial release statements and the like in connection therewith) and 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 Obligor (without recourse and without any representation or warranty) such of the Grantor’s designeeCollateral as is then being (or has been) so sold or otherwise disposed of, at or released, and as may be in the Grantor’s expense, all UCC termination statements possession of the 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. (3) At any time that the Obligor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 7.12 10.9(1) or (2), the Obligor shall deliver to the Collateral Agent a certificate signed by a Responsible Officer of the Obligor stating that the release of the respective Collateral is permitted pursuant to such Section 10.9(1) or (2). (4) The Collateral Agent shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it in accordance with (or which the Collateral Agent believes to be without recourse to or warranty by the Holderin accordance with) this Section 10.9.

Termination; Release. (a) This Agreement shall continue in effect release, transfer and deliver to each Pledgor (notwithstanding the fact that from time to time there may be no Obligations outstandingwithout recourse and without any representation or warranty) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Obligations have Collateral as has not theretofore been paid in full (other than sold or otherwise applied or released pursuant to this Agreement, together with any contingent obligations not then due and indemnification obligations not then due) and (ii) moneys at the consummation time held by the Pledgee or any 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 its sub-agents hereunder. (b) If In the event that all or any part of the Collateral shall be is sold, transferred conveyed or disposed of in connection with any form of asset disposition permitted by the Credit Agreements or otherwise disposed released, in whole or in part, at the direction of by the Grantor in a transaction permitted by this Agreement or Required 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 or other dispositionasset disposition are applied in accordance with, 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 Noteby, the Holder shall have consented to such saleprovisions of the Credit Agreements, the Pledgee, at the request and expense of any Pledgor, will duly assign, release, 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 appropriate 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 Agreement. (c) In connection with At any of time that a Pledgor desires that the foregoingPledgee assign, the Holder release, transfer and deliver Collateral as provided in Section 18(a) or (b) hereof, 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 principal executive officer of such Pledgor stating that the Grantor release of the respective Collateral is in accordance with Section 18(a) or (b). (d) The Pledgee shall reasonably request from time have no liability whatsoever to time to evidence such termination. Any execution and delivery any Secured Creditor as the result of termination statements or documents pursuant to 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 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 (as defined in the Security Agreement), but only after giving effect to the repayments to be made on such date, this Agreement and the security interest created hereby shall continue terminate (provided that all indemnities set forth herein including, without limitation, 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 Pledgor, will execute and indemnification obligations not then due) and (ii) deliver to the consummation of Pledgor such proper instrument or instruments acknowledging 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 Agreement, and will duly assign, release, transfer and deliver to the Liens granted hereunder Pledgor (subject without recourse and without any representation or warranty) all of the Collateral as has not theretofore been sold or otherwise applied or released pursuant to Section 7.8) and shall prepare and record this 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 all or any part of the Collateral shall be is sold, transferred conveyed or disposed of in connection with any form of asset disposition permitted by the Credit Agreements or otherwise disposed released, in whole or in part, at the direction of by the Grantor in a transaction permitted by this Agreement or Required 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 or other dispositionasset disposition are applied in accordance with, 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 Noteby, the Holder shall have consented to such saleprovisions of the Credit Agreements, the Pledgee, at the request and expense of the Pledgor, will duly assign, release, 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 Agreement. (c) In connection with At any of time that the foregoingPledgor desires that the Pledgee assign, the Holder release, transfer and deliver Collateral 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 the respective Collateral is in accordance with Section 18(a) or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holder(b).

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 (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 Commitments shall have expired or been terminated, (ii) the principal of and interest on each Loan and all fees and other Secured Obligations shall have been paid in full in cash, (iii) all Letters of Credit (as defined in the Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, (B) been Cash Collateralized to the extent required by the Credit Agreement, or (C) been supported by another letter of credit in a manner reasonably satisfactory to the L/C Issuer and the Administrative Agent, and (iv) all L/C Obligations have been paid in full (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, 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 obligations that may thereafter arise with respect to the Other Liabilities, 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 Credit 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 Section 7.05 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 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 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 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 date upon which the Aggregate Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no promissory note or Letter of Credit under the Credit Agreement is outstanding (other than Letters of Credit, together with all fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Issuing Bank in its sole and absolute discretion) the earlier of and all other Obligations (i) the time at which all other than any indemnities described in Section 8.1 hereof and in Section 12.05 of the Obligations Credit Agreement 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 hereunderfull. (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 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. 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 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, 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.

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 On the Termination Date (as defined in the Security Agreement), but only after giving effect to the repayments to be made on such date, this Agreement and the security interest created hereby shall continue terminate (provided that all indemnities set forth herein including, without limitation, 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 Pledgor, will execute and indemnification obligations not then due) and (ii) deliver to the consummation of Pledgor such proper instrument or instruments acknowledging 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 Agreement, and will duly assign, release, transfer and deliver to the Liens granted hereunder Pledgor (subject without recourse and without any representation or warranty) all of the Collateral as has not theretofore been sold or otherwise applied or released pursuant to Section 7.8) and shall prepare and record this 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 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 Noteby, the Holder shall have consented to such saleprovisions of the Credit Agreements, the Pledgee, at the request and expense of the Pledgor, will duly assign, release, 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 Agreement. (c) In connection with At any of time that the foregoingPledgor desires that the Pledgee assign, the Holder release, transfer and deliver Collateral 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 release of the respective Collateral is in accordance with Section 18(a) or (b). (d) The Pledgee shall reasonably request from time have no liability whatsoever to time to evidence such termination. Any execution and delivery any Secured Creditor as the result of termination statements or documents pursuant to 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 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 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 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 dueyet due and payable) and (ii) the consummation of the Exchange no commitments remain under Additional Secured Debt Documents to extend credit that would constitute Secured Obligations, 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 Collateral shall be soldreleased from the Lien of this Agreement. In addition, transferred the 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 NoteIndenture. In addition, the security interest created hereby Liens of this Agreement will be automatically released with respect to the New Notes Excluded Collateral in the event that Rule 3-16 of Regulation S-X (or any successor regulation) requires the preparation and filing with the SEC of separate audited financial statements of any Restricted Subsidiary owned by a Pledgor because such Restricted Subsidiary’s Capital Stock is pledged as collateral to secure the New Notes and any Additional Secured Obligations. Upon any such release, the 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 designeeapplicable Pledgor(s), 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, 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, in form and substance reasonably satisfactory to the Pledgors.

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 full, this Agreement shall terminate and the Pledged Collateral shall be automatically and without further action released from the Liens in favor of the Collateral 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 Collateral Agent or any contingent obligations not then due and indemnification obligations not then due) and (ii) other Secured Party hereunder shall terminate, all without delivery of any instrument or performance of any act by any party. At the consummation sole expense of the Exchange Agreement Closing. Upon the occurrence of the Termination Dateany Pledgor following any such termination, the Holder Collateral 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 (i) be 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 Indenture and each Other Second-Priority 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 Indenture and each other Second-Priority Obligations Document, 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 Indenture and each Other Second-Priority 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 Indenture and each Other Second-Priority Agreement, such proceeds are Pledgor shall be automatically and without further action released from its obligations under this Agreement. In either case, the Collateral 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 Collateral Agent, the Collateral Agent’s receipt of any an Officers’ Certificate from the Issuer stating that such sale, assignment, transfer or disposition or as otherwise consented to by Holdertransaction is in compliance with the Indenture and each Other Second-Priority Agreement. (c) In connection with any The Liens securing the Secured Obligations in respect of the foregoingNotes will be released or subordinated, in whole or in part, as provided in Section 1504 of the Indenture. (d) The Liens securing Other Second-Priority Obligations of any series will be released or subordinated, in whole or in part, as provided in the Other Second-Priority Agreement governing such obligations. (e) The Liens securing the Secured Obligations shall be released when required pursuant to the terms of the ABL Intercreditor Agreement or the First Lien/Junior Lien Intercreditor Agreement, following the request of the applicable party or parties thereto, subject to, if reasonably requested by the Collateral Agent, the Holder shall execute Collateral Agent’s receipt of an Officer’s Certificate from the Issuer stating that such release is in compliance with the Indenture, each Other Second-Priority Agreement and deliver to in accordance with the Grantor or terms 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 Holderapplicable Intercreditor Agreement.

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 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 shall terminate 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 Trustee 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 respective Grantors, upon the Grantor’s designeedirection of the Trustee and at the expense of the Grantors, the proper instruments (including UCC termination statements) acknowledging the termination of this Agreement, and will duly assign, transfer and deliver to the Grantors, at the expense of the Grantors and without recourse, representation or warranty of any kind whatsoever (except with respect to the absence of any liens created by or arising under the Collateral Trustee), such of the Collateral of the respective Grantors as may be in possession of the Collateral Trustee and has not theretofore been disposed of, applied or released PROVIDED, HOWEVER, if no default or Event of Default exists, the Company and each Grantor’s expense's Accounts will be automatically released from the Lien at such time as the Company has paid five million dollars ($5,000,000) of the principal amount of the Series A Notes in accordance with Section 3.05(c) or 3.06(b) the Indenture and, all UCC upon the direction of the Trustee and at the expense of the Grantors, the Collateral Trustee will execute and deliver to the respective Grantors the proper instruments acknowledging the termination statements and similar documents that of such Lien. Upon the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery release of termination statements or documents any Collateral pursuant to this Section 7.12 shall be the terms of the Indenture, the Collateral Trustee will promptly return (and in any event within 10 Business Days) to the Grantors any Collateral so released that is held by or on behalf of the Collateral Trustee, including, without recourse to limitation, any Pledged Stock and any and all instruments of transfer or warranty by the Holderassignments in blank with respect thereto.

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 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 L/C Issuer and the Liens granted hereunder Administrative 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 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 that have not then due and indemnification obligations not then duematured) 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 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 permitted by this under the Credit Agreement or the Note, the security interest created hereby in any Collateral to a person that is so soldnot a Pledgor hereunder, 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 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.

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 dueUnasserted Contingent Obligations) and (ii) the consummation Commitments of the Exchange Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement Closinghave 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 or upon any and all termination statements as may be appropriate to terminate all financing statements and sale, transfer or other filings made in connection with the Liens granted hereunder. (b) If disposition of Pledged Collateral or any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor part thereof in a transaction permitted or series of transactions not prohibited by the provisions of the Credit Agreement (including, without limitation, upon any Pledged Collateral becoming property of an Excluded Subsidiary or a Foreign Subsidiary), the Pledged Collateral (or any part thereof) shall automatically be released from the Lien of this Agreement and all rights to the Pledged Collateral shall revert to the Grantors. Upon such release 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 of Pledged Collateral or any part thereof, the Collateral Agent shall, upon the request and such Collateral shall be sold free at the sole cost and clear expense of the Lien and security interest created hereby; provided thatGrantors, to the extent required by this Agreement or the Note, the Holder shall have consented to such saleassign, 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 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 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.

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. (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 shall continue When all the Secured Obligations (other than Secured Obligations under or in effect (notwithstanding respect of Secured Hedge Agreements or Secured Cash Management Agreements or obligations in respect of indemnities or expense reimbursement obligations for which no amount is claimed owing at the fact that from time to time there may be no Obligations outstandingtime) 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 without delivery of any instrument or performance of any act by any party. 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 any be released from the Lien of this Agreement and all termination statements rights to the Pledged Collateral shall revert to the Pledgors. 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 war- ranty 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 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 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 such Collateral shall be sold free and clear of automatically released from the Lien and security interest Liens created hereby; provided that. The Administrative Agent, to at 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 request and 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 release of the Liens created hereby on such Collateral. If a Subsidiary Guarantor ceases to be a wholly-owned Domestic Subsidiary or a Material Subsidiary of the Grantor’s designeeBorrower in a transaction permitted by the Credit Agreement it shall be automatically released from its obligations hereunder; provided that the Borrower shall have delivered to the Administrative Agent, at least five Business Days (or shorter notice if acceptable to the Grantor’s expenseAdministrative Agent) prior to the date of the proposed release, all UCC termination statements and similar documents that a written notice identifying 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 relevant Subsidiary Guarantor together with a certification by the HolderBorrower stating that such transaction is in compliance with the Credit Agreement and the other 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 After the Termination Date, this Agreement and the Holder security interest created hereby shall forthwith cause automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the satisfactionCollateral Agent, discharge at the request and expense of such Pledgor, 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 termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be 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, 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 other filings made in connection with delivered by the Liens granted hereunderissuer of such Uncertificated Security pursuant to Section 3.2(a)(ii). (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 accordance with the Credit Agreement) or any other transaction expressly permitted by the Grantor in Credit Agreement requires a transaction release of the relevant Collateral (x) at any time prior to the Termination Date or (y) at any time thereafter, to the extent permitted by this the other Secured Debt Agreements, and in the case of clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt Agreement, as the Notecase may be, to the extent required to be so applied, the Collateral Agent, at the request 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 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 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 19(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 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 19(a) or (b) hereof. (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 good faith believes to be in accordance with) this Section 7.12 shall be without recourse to or warranty by the Holder19.

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 the fact It is expressly acknowledged and agreed that from time to time there may be so long as no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier Notified Event of (i) the time at which Default exists, any or all of the Collateral or Residual Securities may be released by the Pledgee acting at the direction of the Secured Creditors, provided that no such release shall be effective with respect to any Collateral that is expressly required to be granted by any agreement governing any of the Obligations (as opposed to being required (b) After the date on which all commitments to lend under all of the Credit Agreements have terminated and all Obligations have been indefeasibly paid in full (other than any contingent obligations not then due full, this Agreement shall terminate, and indemnification obligations not then due) the Pledgee, at the request and (ii) the consummation expense of the Exchange Agreement Closing. Upon Pledgor, will execute and deliver to the occurrence of Pledgor a proper instrument or instruments acknowledging 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 the Liens granted hereunder (subject Pledgor or to Section 7.8) and shall prepare and record any and all termination statements such other person as may be appropriate to terminate all financing statements lawfully entitled (without recourse and other filings made in connection with the Liens granted hereunder. (bwithout any representation or warranty) If any such of the Collateral shall and Residual Securities as may be sold, transferred in the possession of the Pledgee and has not theretofore been sold or otherwise disposed of applied or released pursuant to this Agreement, together with any moneys at the time held 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 HolderPledgee hereunder. (c) In connection with At any of time that the foregoingPledgor desires that Collateral or Residual Securities be released as provided in the foregoing Section 19(a) or (b), the Holder it shall execute and deliver to the Grantor Pledgee a certificate signed by its chief financial officer stating that the release of the respective Collateral or Residual Securities is permitted pursuant to Section 19(a) or (b), as the case may be. Upon any release of Collateral pursuant to Section 19(a) or (b), none of the Secured Creditors shall have any continuing right or interest in such Collateral, 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 Holderproceeds thereof.

Termination; Release. (a) This It is expressly acknowledged and agreed that the Liens and security interests granted under this Agreement shall continue in effect (notwithstanding for the fact that from time to time there may be no Obligations outstanding) until (such occurrence being benefit of the “Termination Date”) the earlier of Senior Creditor (i) the time at which with respect to all or any portion of the Collateral, may be released in writing at any time by the Senior Creditor hereunder, and (ii) with respect to all or any portion of the Collateral, shall be released on the date on which Senior Note has terminated and all Senior Obligations have been paid in full (other than the "SENIOR LIEN TERMINATION DATE"). Upon any contingent obligations not then due release of the type described in the immediately preceding sentence, the Pledgee shall, at the request and indemnification obligations not then due) expense of the Pledgor, release the Collateral being released and execute and deliver to the Pledgor a proper instrument or instruments acknowledging the release of such Collateral from this Agreement, and will duly assign, transfer and deliver to the Pledgor (iiwithout recourse and without any representation or warranty) 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 Collateral being released as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunderdescribed above. (b) If any Following the date on which all Obligations have been paid in full and all Financing Documents shall have terminated, this Agreement shall terminate, and the Pledgee, at the request and expense of the Collateral shall be soldPledgor, 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 Pledgor a proper instrument or instruments acknowledging the Grantor’s designeesatisfaction and termination of this Agreement, at and will duly assign, transfer and deliver to the Grantor’s expense, all UCC termination statements Pledgor (without recourse and similar documents that 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 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 Agreement, together with any moneys at the time held by the HolderPledgee hereunder.

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 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 Administrative 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 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 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 Borrowers shall provide to the Administrative 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 Administrative 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 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 Contingent Obligations at Termination),the Commitments of the Exchange Lenders to make any Loan under the Credit Agreement Closingshall have been terminated, all Bank Products have terminated and all Letters of Credit are cancelled or returned (other than those Letters of Credit or related Credit Support 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 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 Administrative 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 Administrative 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 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 Slot 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 Slot 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 any amendment or modification of this Slot Security Agreement pursuant to a Slot Security Supplement or otherwise), 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) If the Borrower or any other Grantor requests release documentation with respect to any Collateral released as provided in this Section 17, including without limitation UCC termination statements, any amendment or modification of this Slot Security Agreement pursuant to a Slot Security Supplement or otherwise, or other release-related documentation, the Borrower or other Grantor requesting such documentation shall deliver to the Collateral Agent an Officer’s Certificate stating that the release of such Grantor’s respective Collateral that is to be evidenced by such UCC termination statements or other instruments is permitted pursuant to this Section 17 and the relevant provisions of the Credit Agreement (provided that an Officer’s Certificate delivered to the Collateral Agent pursuant to Section 6.09(c) of the Credit Agreement shall be sold, transferred or otherwise disposed deemed to satisfy the requirements of this clause (c)). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by the Grantor in a transaction it as permitted by this Agreement Section 17. (d) Upon the release of any Grantor from its guarantee of the Obligations pursuant to Section 9.05 (a) or (b) of the NoteCredit Agreement, such Grantor shall cease to be a Grantor hereunder and the security interest created hereby in any items of Collateral that is so sold, transferred or otherwise disposed of owned by such Grantor 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 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 sole expense and cost, furtherpromptly execute, 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 acknowledge and deliver to the such Grantor such releases, instruments or the Grantor’s designee, at the Grantor’s expense, all other documents (including without limitation UCC termination statements and similar documents that the any amendment or modification of this Slot Security Agreement pursuant to a Slot Security Supplement or otherwise), and do or cause to be done all other acts, as such Grantor shall reasonably request from time to time to evidence or effect the release of the Liens created hereby (if any) 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 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 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 Revolving Commitment and each Interest Rate Agreement, when no Note or Letter of Credit is outstanding and when all Loans and other Obligations have been paid in full (other than any contingent obligations not then due full, this Agreement shall terminate, 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 So long as no payment default on any of the Obligations is in existence or would exist after the application of proceeds as provided below, the Collateral shall Agent shall, at the request of the Assignors, 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 is permitted by 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 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 thatRequired Banks or, to the extent required by this Agreement or Section 12.12 of the NoteCredit Agreement, all of the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all Banks and (y) the 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 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 or otherwise disposed of 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 On 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 any Pledgor, will 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 assign, transfer and deliver to such Pledgor (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 (i) Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time at held by the Pledgee or any of its nominees or sub-agents hereunder, and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to SECTION 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to SECTION 3.2(a)(iv). As used in this Agreement, the term "TERMINATION DATE" shall mean the date upon which all of the Commitments, the Letter of Credit Commitment, the Letters of Credit and all Interest Rate Protection Agreements shall have terminated in full, no Notes are outstanding (and all Loans shall have been paid in full), and all 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 hereundercash. (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 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 After 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 8.1, shall survive such termination) and the Holder shall forthwith cause Collateral Trustee, at the satisfactionrequest and expense of the respective Assignor, discharge will (without recourse and without any representation or warranty) promptly execute and deliver to such Assignor a proper instrument or instruments (including UCC termination statements on form UCC-3) acknowledging the 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 Trustee 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 hereunderArticle VII of this Agreement. (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 Collateral Trustee, at the request and expense of by the Grantor in a transaction permitted by this Agreement or the Notesuch Assignor, will duly and promptly 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 as may be sold free and clear in the possession of the Lien Collateral Trustee and security interest created hereby; provided that, has not theretofore been released pursuant 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 HolderAgreement. (c) In connection with At any time that an Assignor desires that the Collateral Trustee 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 or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents Collateral Trustee a certificate signed by a principal executive 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 such Section 10.8(a) or (b). If reasonably requested by the Collateral Trustee (although the Collateral Trustee shall have no obligation to make such request), the relevant Assignor shall furnish appropriate legal opinions (from counsel, reasonably acceptable to the Collateral Trustee) to the effect set forth in this Section 7.12 10.8(c). (d) The Collateral Trustee 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 Trustee in good faith believes to be without recourse to or warranty by the Holderin accordance with) this Section 10.8.

Termination; Release. This Agreement, the Lien in favor of the Agent (afor the benefit of itself and the other Credit Parties) This Agreement and all other security interests granted hereby shall continue terminate with respect to all Secured Obligations when Payment in effect Full of the Secured Obligations has occurred. Notwithstanding the foregoing, (notwithstanding A) this Agreement, the fact Lien in favor of the 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 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 from time may subsequently be reversed or revoked, (y) any obligations that may thereafter arise with respect to time there the Other Liabilities, and (z) any Secured Obligations that may be no Obligations outstanding) until (such occurrence being thereafter arise under Section 10.04 of the “Termination Date”) the earlier of Credit Agreement. (i) The Collateral shall be released from the time at which all Lien of this Agreement in accordance with 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 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 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 HolderAgent, such of the Collateral 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 statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (ii) At any time that the respective Pledgor desires that the Agent take any action described in clause (ii) of this Section 10.5, such Pledgor 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 (i) or (ii) of this Section 10.5. 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 10.5.

Termination; Release. (a) This Agreement shall continue Notwithstanding anything to the contrary set forth herein or 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 DateAmendment, the Holder shall forthwith cause the satisfactionexecution, discharge delivery and termination performance of this Agreement by Pledgor shall constitute Pledgor’s and Clinical Data’s performance of their respective obligations to provide collateral security to the Liens granted hereunder Secured Party under the first two (subject to 2) sentences of Section 7.83.1(d) 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 Amendment; provided, however, that if the Secured Party so requests, Pledgor shall promptly execute and deliver a pledge agreement, in form and substance substantially the same as this Agreement and otherwise reasonably satisfactory to the Secured Party, with respect to the shares of Vital Diagnostics Pty. Ltd. 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 in accordance with the Noteprovisions of Section 3.1(d) of the Amendment. Upon termination hereof in accordance with the provisions of Section 3.1(d) of the Amendment the Secured Party shall, 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 request and at the sole cost and expense of such salePledgor, 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 HolderSecured Party, such of the Pledged Collateral to be released (in the case of a release) as may be in possession of the Secured Party 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 financing statement amendments or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. . No amendment, modification, supplement, termination or waiver of or to any provision hereof, nor consent to any departure by any party therefrom, shall be effective unless the same shall be made in accordance with the terms of the Purchase Agreement and unless in writing and signed by the parties. Any amendment, modification or supplement of or to any provision hereof, any waiver of any provision hereof and any consent to any departure by any party from the terms of any provision hereof shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement or any other document evidencing the Secured Obligations, no notice to or demand on any party in any case shall entitle any other party to any other or further notice or demand in similar or other circumstances.

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 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 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 the Grantor shall 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 Grantor. Upon At the occurrence request and sole expense of the Termination DateGrantor following any such termination, the Holder Collateral Agent shall forthwith execute, acknowledge and deliver to the Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject 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 the Grantor of such assets) permitted by 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 (whether by way of the sale of assets or the sale of Capital Stock of the Grantor of such assets) permitted under the Credit Agreement, the Collateral Agent shall, upon receipt from the Grantor of a written request for the release of the Collateral shall be soldsubject to such sale or other disposition (or in the case of a sale of Capital Stock of the Grantor, transferred or otherwise disposed the release of by the Grantor’s Collateral), at the Grantor’s sole cost and expense, execute, acknowledge and deliver to the Grantor in a transaction permitted by this Agreement such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as the Note, Grantor shall reasonably request to evidence or effect the security interest 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 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 automatically released from the Lien of this SGR Security Agreement and (ii) subject to clause (1) of the foregoingfirst proviso to Section 1 hereof, if any FAA Slot or Foreign Slot now held or hereafter acquired by the Holder 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 the Grantor in connection with the right to use or occupy space in an airport terminal becomes a Foreign Gate Leasehold, such FAA Slot, Foreign Slot or right, title, privilege, interest and authority shall execute and be automatically subject to the Lien of this SGR Security Agreement. (d) The Liens on any Account Collateral that is withdrawn from the Account (in each case, in compliance with the Credit Agreement) prior to receipt of a Notice of Exclusive Control (as defined in the Account Control Agreement) by the Securities Intermediary or after receipt of a Rescission Notice (as defined in the Account Control Agreement) by the Securities Intermediary shall be automatically released upon such withdrawal. (e) At any time that the Grantor desires to obtain from the Collateral Agent UCC termination statements or other instruments or evidence of release with respect to any Collateral (including Account Collateral) released as provided in this Section 16, it shall deliver to the Grantor or the GrantorCollateral Agent an Officer’s designee, at the Grantor’s expense, all UCC termination statements and similar documents Certificate 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 this Section 7.12 16. The Collateral Agent shall be without recourse have no liability whatsoever to or warranty 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 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 and the Holder shall forthwith cause Pledgee, at the satisfactionrequest and expense of the Pledgor, discharge will execute if necessary and deliver to the 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 the 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 and other filings made in connection this Agreement, together with any 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 is sold or otherwise disposed of (to a Person other than a Borrower or any of its Affiliates) 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 will duly release from the security interest created hereby (and, at the request, cost and expense of the Pledgor, will execute and deliver such documentation, including termination or partial release statements and the like in connection therewith) and assign, transfer and deliver to the Pledgor (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 as may be sold free and clear in the possession of the Lien Pledgee and security interest created hereby; provided that, has not theretofore been released pursuant 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 HolderAgreement. (c) In connection with At any of time that the foregoingPledgor desires that Collateral be released as provided in the foregoing Section 18(a) or (b), the Holder it shall execute and deliver to the Grantor or Pledgee (and the Grantor’s designeerelevant sub-agent, at if any, designated pursuant to Section 4 hereof) a certificate signed by a Senior Designated Officer of 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) hereof. (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 Pledgee 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 Holder18.

Termination; Release. (a) This Agreement Mortgage 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 Upon any sale, lease, transfer or other disposition by Mortgagor of any Mortgaged Property that is permitted under Section 4.1(d) of the Collateral shall be soldSecurity Agreement to any Person that is not a Grantor (as defined in the Security Agreement) or, 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 Mortgaged Property pursuant to Section 9.02 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 Mortgaged Property 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 Holderautomatically released. (c) The security interests created hereunder in the Mortgaged Property shall be automatically released as required pursuant to the terms of the ABL Intercreditor Agreement; provided that the Mortgagee may, in its discretion, release the Lien on Mortgaged Property as provided in Section 9.02 of the Credit Agreement. (d) In connection with any of the foregoingtermination or release pursuant to paragraph (a), the Holder (b), (c), (d), or (e) above, Mortgagee shall promptly execute and deliver to the Grantor or the Grantor’s designeeMortgagor, at the GrantorMortgagor’s expense, all UCC termination statements and similar documents that the Grantor Mortgagor 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 11.6 shall be without recourse to or representation or warranty by Mortgagee or any Secured Party. Without limiting the Holderprovisions of Section 7.18 of the Security Agreement, the Borrower shall reimburse Mortgagee upon demand for all reasonable and documented costs and out of pocket expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 11.6.

Termination; Release. (a) This Agreement shall continue in effect (notwithstanding the fact that from 1. 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) of the Collateral Agent and each Grantor shall automatically terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Grantor. At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall promptly execute, acknowledge and deliver to such Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as such Grantor shall reasonably request to evidence such termination. 2. Upon any Permitted Disposition of Collateral (whether by way of the sale of assets or the sale of Capital Stock of a Grantor of Collateral) of the type described in items (1), (2) (provided the requirements set forth in the first proviso to such section are satisfied), (4) and (ii5) the consummation of the Exchange Agreement Closing. Upon definition of “Permitted Disposition” or any other type of Permitted Disposition involving divestiture of any Grantor’s title to the occurrence of related Collateral under the Termination DateCredit Agreement, the Holder shall forthwith cause the satisfaction, discharge and termination Lien pursuant to this Security Agreement on such sold or disposed 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) released. In connection with any other Disposition of Collateral not covered by the preceding sentence (whether by way of the foregoingsale of assets or the sale of Capital Stock of a Grantor of such Collateral) permitted under the Credit Agreement, the Holder shall execute 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 the such Grantor such releases, instruments or the Grantor’s designee, at the Grantor’s expense, all other documents (including without limitation UCC termination statements statements), and similar documents that the do or cause to be done all other acts, as such Grantor shall reasonably request from time to time to evidence or effect the release of the Liens created hereby (if any) on such terminationCollateral. 3. Any execution and delivery of If the Borrower or any other Grantor requests release documentation with respect to any Collateral released as provided in this Section 6.12, 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 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. 4. 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. 5. 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 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 date upon which all of the Secured Obligations have been permanently paid in full (other than any contingent obligations not then due full, this Agreement shall terminate and indemnification obligations not then due) the Collateral Agent, at the request and (ii) the consummation expense of the Exchange Agreement Closing. Upon Debtor, will promptly execute and deliver to the occurrence of Debtor a proper instrument or instruments (including Uniform Commercial Code termination statements on Form UCC-3 or its equivalent) acknowledging 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 the Liens granted hereunder Debtor (subject to Section 7.8without recourse and without any representation or warranty) and shall prepare and record any and all termination statements such of the 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 So long as no Event of Default has occurred and is continuing or would result therefrom, upon (i) the sale or other disposition of any part of the Collateral shall be sold, transferred or otherwise disposed any substitution of by any Containers constituting any part of the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so soldpermitted by the Loan Documents or that is otherwise consented to by the Required Lenders (or such higher percentage as may be required pursuant to the terms of the Term Loan Agreement), transferred (ii) the use of any Proceeds in connection with the acquisition of any property or otherwise disposed to pay any fees, costs and expenses of any Person, or (iii) the release of any part of the Collateral at the direction of the Collateral Agent, such Collateral shall automatically terminate and be released upon from the closing Lien of this Agreement, and the Lien of this Agreement shall be terminated with respect to such sale, transfer or other dispositionCollateral, 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 (a) and (b) above, at the request and at the sole reasonable 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 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 7.8 and the HolderLoan Documents.

Termination; Release. (a) This Agreement shall continue create a continuing security interest 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 Collateral and shall (i) the time at which all of the Obligations have been paid remain in full (other than any contingent obligations not then due force and indemnification obligations not then due) and effect until the First Priority Obligations Payment Date shall have occurred, (ii) be binding upon each Grantor, its successors and assigns and (iii) inure, together with the consummation rights and remedies of the Exchange Agreement ClosingCollateral Agent hereunder, to the benefit of the Collateral Agent and each of the First Priority Secured Parties and their respective successors, transferees and assigns. Upon the occurrence of the Termination DateFirst Priority Obligations Payment Date and without further action by any Person, the Holder security interest granted hereby shall forthwith cause terminate and all rights to the satisfaction, discharge and termination of this Agreement and Collateral shall revert to the Liens granted hereunder (Grantors subject to Section 7.8) any existing liens, security interests or encumbrances on such Collateral (other than any thereof attributable to actions or inactions of the Collateral Agent or any First Priority Secured Party). Upon any such termination, the Collateral Agent will, at the Grantors’ expense, promptly execute and deliver to the Grantors such documents as the Grantors shall prepare and record any and all termination statements as may be appropriate reasonably request to terminate all financing statements and other filings made in connection with the Liens granted hereunderevidence such termination. (b) If In the event that any part of the Collateral shall be sold, transferred or otherwise of the Grantors (i) is disposed of in connection with a disposition permitted by the Grantor in a transaction permitted by Credit Agreement or this Agreement or (ii) is otherwise released pursuant to the Noteterms and conditions of the Credit Agreement, to the security interest created hereby extent applicable, such Collateral will, in any Collateral that is so sold, transferred or otherwise disposed the case of shall automatically terminate and be released upon the closing of such sale, transfer or other a disposition, and such Collateral shall be sold free and clear of the Lien and security interest Liens created hereby; provided that, to the extent required by this Agreement or the Noteand, in each case, the Holder shall have consented Collateral Agent, at the request and expense of the relevant Grantor, will duly assign, transfer and deliver to such sale, transfer Grantor (without recourse and without any representation or other disposition; provided, further, that warranty) such security interest will continue to attach to all proceeds of the Collateral of such sales, transfers Grantor as is then being (or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer has been) so sold or disposition or as otherwise consented to by Holderreleased and has not theretofore been released pursuant this Agreement. (c) In connection with Except as may be otherwise provided in the Credit Agreement, at any time that any Grantor desires that the Collateral of such Grantor be released as provided in the foregoingforegoing Sections 15(a) or (b), the Holder Borrower shall execute and 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 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 Sections 15(a) or (b). The Collateral Agent shall have no liability whatsoever to any First Priority Secured Party 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 The Pledged Collateral and the Obligations of any Guarantor 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 provisions of the “Termination Date”) the earlier Credit Agreement. In addition, if any Pledged Collateral is sold or otherwise disposed of (iother than to a U.S. Loan Party) in a manner permitted by the Credit Agreement, such Pledged Collateral shall be released from the Liens created hereby. Furthermore, at such time at which all of as the Obligations shall have been paid in full and the Commitments have been terminated, the Pledged Collateral shall be released from the Liens created hereby and this 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 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 Agent and each Pledgor hereunder shall be soldterminate, transferred all without delivery of any instrument or otherwise disposed performance of any act by any party, and all rights to the Grantor Pledged Collateral shall revert to the Pledgors. Upon termination hereof or any release of Pledged Collateral in a transaction permitted by this Agreement or accordance with the Noteprovisions of the 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 Pledged 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 Pledged Collateral, proper documents and instruments (including UCC-3 termination 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 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 and the Holder security interest created hereby shall forthwith cause terminate, and the satisfactionCollateral Agent shall, discharge at the request and expense of the Pledgors, execute and deliver to the Pledgors as promptly thereafter as reasonably practicable a proper instrument or instruments provided to it acknowledging the satisfaction and termination of this Agreement Agreement, and will duly assign, transfer and deliver to the Liens Pledgors (without recourse and without any representation or warranty other than a representation that the Collateral Agent has not granted hereunder (subject to Section 7.8any lien on or security interest in the Collateral) and shall prepare and record any and all termination statements such of the Collateral as may be appropriate 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 terminate all financing statements and other filings made in connection this Agreement, together with any proceeds of Collateral at the Liens granted time held by the Collateral Agent or any of its sub-agents hereunder. (b) If Notwithstanding anything to the contrary contained above, upon the presentment of satisfactory evidence to the Collateral Agent in its sole discretion that all obligations evidenced by any Pledged Note have been repaid or otherwise satisfied or forgiven in full, and that any payments received by the applicable Pledgor were permitted to be received by such Pledgor pursuant to Section 6 hereof, the Collateral Agent shall, upon the request and at the expense of such Pledgor, duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty other than a representation that the Collateral Agent has not granted any lien on or security interest in such Pledged Note) such Pledged Note if same is then in the possession of the Collateral shall be sold, transferred Agent or any of its sub-agents and has not theretofore been sold or otherwise disposed of by the Grantor in a transaction permitted by applied or released 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 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 HolderAgreement. (c) In the event that any part of the Collateral is sold in connection with any a sale permitted by Section 4.16 of the foregoingIndenture or released in accordance with Section 11.05 of the Indenture and the proceeds of such sale or sales or from such release are applied in accordance with, and to the extent required by, the Holder shall execute Indenture, to the extent required to be so applied, the Collateral Agent, at the request and expense of the Pledgors, will duly assign, transfer and deliver to the Grantor applicable Pledgor (without recourse and without any representation or warranty) such of the Grantor’s designee, at Collateral as is then being (or has been) so sold or released and as may be in the Grantor’s expense, all UCC termination statements possession of the Collateral Agent or any of its sub-agents 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. (d) At any time that any Pledgor desires that Collateral be released as provided in the foregoing subsection (a), (b) or (c), it shall deliver to the Collateral Agent a certificate signed by its chief financial officer stating that the release of the respective Collateral is permitted pursuant to such subsection (a), (b) or (c). (e) The Collateral Agent 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 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 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 (iv) all unreimbursed amounts shall have been indefeasibly paid in full in cash, provided, however, that in connection with the Liens granted hereundertermination of this Security Agreement, the Lender may require such indemnities from the Grantors 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 9.04 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 soldLender 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 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. (c) At any time that the respective Grantor desires that the Lender take any action described in clause (b) of this SECTION 9.5, such 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 shall continue in effect terminate and the Collateral shall be automatically released from the Lien of this Agreement when the Facility Agent notifies the Borrower that 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, 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 Credit Party. Upon termination statements hereof or any release of Collateral in accordance with the provisions of this Agreement, the applicable Creditor shall promptly execute and deliver to such Credit Party all releases or other documents reasonably necessary and in form reasonably satisfactory to the Credit Party, any vessel registry or other registry, as applicable, and take such reasonable further actions for the release of such Collateral from the security interests created thereby, upon the written request and at the sole cost and expense of the Credit Parties, assign, transfer and deliver to the Credit Parties, against receipt and without recourse to or warranty of any kind (either express or implied) by such Creditor (except that such Creditor has not assigned or otherwise transferred its security interest in the Collateral), such of the Collateral to be released (in the case of a release) as may be appropriate in possession or control of such Creditor 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 Credit Party (other than to another Credit Party) 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 of the Lien applicable Creditor, 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 salesCredit Party, 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 Credit Party all releases or other documents reasonably necessary and in form reasonably satisfactory to the Grantor or Credit Party and take such reasonable further actions for the Grantor’s designeerelease of such Collateral from the security interests created thereby, provided that the applicable Credit Party shall have delivered to such Creditor, at least five (5) Banking Days (or such shorter period of time acceptable to such Creditor) prior to the Grantor’s expensedate of the proposed release, all UCC termination statements a certificate of a Responsible Officer of such Credit Party with request for release identifying the relevant Collateral and similar documents certifying that such transaction is in compliance with this Agreement and the Grantor shall reasonably request from time to time to evidence such terminationSecurity Documents. Any execution Guarantee and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holder.Indemnity

Termination; Release. (a) This Agreement shall continue Except as provided 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 Section 10.19 of the Credit Agreement, this Assignment shall remain in full force and effect until 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) the consummation of Lenders have no further commitment to extend credit under the Exchange Agreement ClosingCredit Agreement. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement Assignment the security interests granted by the Assignor hereunder shall be released. Upon such release, the Assignee shall, upon the request and at the Liens granted hereunder (subject to Section 7.8) sole cost 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 expense of the Collateral shall be soldAssignor, 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 designeeAssignor, 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 HolderAssignee except as to the fact that the Assignee has not encumbered the released assets, such of the security interests or any part thereof to be released (in the case of a release) as may be in possession of the Assignee and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other security interests, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such security interests, as the case may be. Any release, discharge or settlement between the Assignor and the Secured Parties (or any of them) in relation to this Assignment shall be conditional upon no payment made by any Borrower to the Secured Parties hereunder or under any other Loan Document being void, set aside or ordered to be refunded pursuant to any enactment or law relating to breach of duty by any person, bankruptcy, liquidation, administration, protection from creditors generally or insolvency or for any other reason whatsoever. If any payment is void or at any time so set aside or ordered to be refunded, the Assignee, on behalf of the Secured Parties, shall be entitled subsequently to enforce the security interest created hereunder as if such release, discharge or settlement had not occurred and any such payment had not been made.

Termination; Release. (a) This Agreement Guaranty (a) 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 terminate when (i) the time at Aggregate Commitments shall have expired or been terminated, (ii) the principal of and interest on each Loan and all fees and other Guaranteed Obligations (other than contingent indemnification obligations for which no claim has then been asserted) shall have been indefeasibly paid in full in cash, (iii) all Letters of Credit shall have (A) expired or terminated and have been reduced to zero, (B) been Cash Collateralized to the extent required by the Credit Agreement, or (C) been supported by another letter of credit in a manner reasonably satisfactory to the L/C Issuer and the Administrative Agent, and (iv) all L/C Obligations shall have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) full, and (iib) shall continue to be effective or be reinstated, as the consummation case may be, if at any time payment, or any part thereof, of any Guaranteed Obligation is rescinded or must otherwise be restored by any Credit Party or any Guarantor upon the Exchange Agreement Closing. Upon the occurrence bankruptcy or reorganization 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 hereunderLoan Party or otherwise. (b) If A Guarantor shall automatically be released from its obligations hereunder upon the consummation of any of the Collateral shall be sold, transferred or otherwise disposed of transaction not prohibited by the Grantor in Credit Agreement as a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral result of which such Guarantor ceases to be a Subsidiary; provided that each Lender that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of required to consent to 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, transaction pursuant to the extent required by this Credit Agreement or the Note, the Holder shall have has consented to such saletransaction. The Collateral Agent will, transfer or other disposition; providedat such Guarantor’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 the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar such Guarantor such documents that the Grantor shall as such Guarantor may reasonably request to release such Guarantor from time to time to evidence such termination. Any execution its obligations under this Agreement and delivery each other applicable Loan Document, in each case in accordance with the terms of termination statements or documents pursuant to this the Loan Documents (including, without limitation, Section 7.12 shall be without recourse to or warranty by 9.10 of the HolderCredit Agreement).

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 (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 hereunder.termination of this Security Agreement, the Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Credit 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 Credit 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 Section 7.05 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 saleAgent 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 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 reasonable 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. This Security Agreement, the Lien in favor of the Agent (afor the benefit of itself and the other Credit Parties) This Agreement and all other security interests granted hereby shall continue terminate with respect to all Secured Obligations (other than (i) contingent indemnification obligations for which claims have not been asserted and (ii) unless the Obligations have been accelerated as a result of the occurrence of any Event of Default or the Loan Parties are liquidating substantially all of their assets, subject to the first proviso hereto, Obligations in effect (notwithstanding the fact that from time to time there may be no Obligations outstandingrespect of Other Liabilities) 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 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 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 hereunder. (b) If any termination of the Collateral shall be sold, transferred or otherwise disposed Commitments and satisfaction of by the Grantor in a transaction permitted by this Agreement or the NoteLoans and Letters of Credit as set forth above, the Agent may require such indemnities or, in the case of the succeeding clause (y) only, collateral security interest created hereby in any Collateral as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Obligations that is so sold, transferred may subsequently be reversed or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other dispositionrevoked, and (y) any Obligations that may then exist or thereafter arise with respect to Other Liabilities (other than Swap Contracts or foreign exchange facilities) to the extent the same is provided for pursuant to the documentation governing such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided Other Liabilities (it being understood that, to the extent required by this Agreement the documentation governing such Other Liabilities permits 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 requires termination of such sales, transfers or other dispositions except to services upon 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 termination of the foregoingCommitments and satisfaction of the Loans and Letters of Credit as set forth above, any Loan Party and Lender may negotiate such contractual arrangements as they deem proper to provide for 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 continued provision of 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 Holderservices).

Termination; Release. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) This all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall continue terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in effect (notwithstanding its sole discretion for Bank Services, if any. In the fact that from time event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of Bank cash collateral in an amount equal to at least (i) one hundred five percent (105%) of the time at which face amount of all such Letters of Credit denominated in Dollars and (ii) one hundred fifteen percent (115%) of the Dollar Equivalent of the face amount of all such Letters of Credit denominated in a Foreign Currency, plus, in each case, all interest, fees, and costs due or estimated by Bank to become due in connection therewith, to secure 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 relating to such Letters of the Exchange Agreement ClosingCredit. 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 Borrower in a transaction permitted by this Agreement or the Notehereunder, 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 automatically released from the Liens created hereby, and clear Bank, at the request and sole expense of the Lien and security interest created hereby; provided thatBorrower, 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 exercise and deliver to Borrower all releases or other documents necessary or desirable to effectuate or evidence 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 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 Commitments shall have expired or been terminated, (ii) the principal of and interest on each Loan and all fees and other Secured Obligations (other than the Other Liabilities) shall have been indefeasibly paid in full in cash, (iii) all Letters of Credit (as such term is defined in the Obligations Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, (B) been Cash Collateralized in accordance with the Credit Agreement, or (C) been supported by another letter of credit in a manner satisfactory to the L/C Issuer and the Administrative Agent, and (iv) all Unreimbursed Amounts shall have been paid in full full, provided, however, that in connection with the termination of this Agreement, the Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (other than any contingent obligations not then due and indemnification obligations not then duex) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, and (iiy) any obligations that may thereafter arise with respect to the Other Liabilities to the extent not provided for thereunder. (b) A Pledgor shall automatically be released from its obligations hereunder and the Lien in favor of the Collateral Agent (for the benefit of itself and the other Credit Parties) on the Pledged Collateral of such Pledgor shall be automatically released upon the consummation of any transaction not prohibited by the Exchange Credit Agreement Closing. as a result of which such Pledgor ceases to be a Subsidiary; provided that each Lender shall have consented to such transaction (if and to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise; provided further that any release of Pledged Collateral or any Pledgor in the manner permitted by this Agreement and the Credit Agreement shall not require the consent of holders of Other Liabilities under such transactions. (c) Upon any Permitted Disposition by any Pledgor of any Pledged Collateral, or upon the occurrence effectiveness of any written consent to the release of the Termination Datesecurity interest granted hereby in any Pledged Collateral pursuant to Section 10.01 of the Credit Agreement, the Holder security interest in such Pledged Collateral shall forthwith cause be automatically released. (d) The Pledged Collateral shall be released from the satisfaction, discharge and termination Lien of this Agreement in accordance with the provisions of this Agreement and the Liens granted hereunder (subject to Section 7.8) Credit Agreement. Upon termination hereof or any release of Pledged Collateral in accordance with this SECTION 8.4, the Collateral Agent shall, upon the request and shall prepare at the sole cost 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 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 except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral to be released (in the case of a release) or all of the Pledged Collateral (in the case of termination of this 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 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. (e) The Collateral Agent shall have no liability whatsoever to any Credit Party as the result of any release of Pledged Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this SECTION 8.4.

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 Interest Rate Protection Agreements and Other Hedging Agreements, when no Note or Letter of Credit is outstanding (or, in the case of a Letter of Credit, such Letter of Credit is cash collateralized in a manner consistent with Section 4.02(a) of the Credit Agreement) 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 So long as no payment default on any of the Obligations is in existence or would exist after the application of proceeds as provided below, the Collateral shall Agent shall, at the request of the 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 Required Banks or all of the Banks, if so required under the Credit Agreement, and (y) the proceeds of such Collateral are applied as required pursuant to the Credit Agreement or the Note, the security interest created hereby in any consent or waiver with respect thereto; it being understood and agreed that any such Collateral that is so sold, transferred sold (or otherwise disposed of shall automatically terminate and be released upon the closing of disposed) pursuant to any such saletransaction, transfer consent, or other disposition, and such Collateral waiver shall be sold (or disposed) free and clear of the Lien and security interest any Liens 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 HolderAgreement. (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 foregoingforegoing Section 10.9(b), the Holder it shall execute and deliver to the Grantor or Collateral Agent a certificate signed by an authorized officer describing the Grantor’s designee, at Collateral to be sold and the Grantor’s expense, all UCC termination statements and similar documents relevant provision of Section 8.02 of the Credit Agreement on which it is relying to make such sale. In the event that any part of 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.Collateral is released as provided

Termination; Release. (a) This It is expressly acknowledged and agreed that the Liens and security interests granted under this Agreement shall continue in effect (notwithstanding for the fact that from time to time there may be no Obligations outstanding) until (such occurrence being benefit of the “Termination Date”) the earlier of Secured Creditors (i) prior to the time at which all Lien Termination Date, (x) shall be released by the Pledgee, without the necessity of the Obligations have been paid in full (other than consent of any contingent obligations not then due and indemnification obligations not then due) and (ii) Secured Creditor, upon 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 Section 8.03 of the Credit Agreement (including as permitted pursuant to any amendment or waiver to Section 8.03 in accordance with the Noteterms of the Credit Agreement), but in each case only with respect to that portion of the security interest created hereby in any Pledged Collateral that is so soldsubject to such transaction and not including the proceeds thereof, transferred or otherwise disposed of shall automatically terminate and (y) may be released upon by the closing of such salePledgee, transfer or other disposition, and such Collateral shall be sold free and clear with the consent of the Lien and security interest created hereby; provided thatMajority Banks or, to the extent required by Section 12.01(a)(vii) of the Credit Agreement, with the consent of each of the Banks, with respect to all or any portion of the Pledged Collateral and (ii) shall be released on the Lien Termination Date with respect to all of the Pledged Collateral pursuant to paragraph (b) of this Section 28. Upon any release of the type described in the immediately preceding sentence, the Pledgee shall, at the request and expense of the Pledgors, release the Pledged Collateral being released and execute and deliver to the Pledgors such instrument or instruments acknowledging the release of such Pledged Collateral from this Agreement or the Noteas reasonably requested by such Pledgor, the Holder shall have consented to such saleand 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 respective Pledgor (without recourse and without any representation or warranty) such proceeds are of the subject Pledged Collateral that is to be released as described above and is in the possession of the Pledgee. (b) Following the Lien Termination Date, this Agreement shall terminate, (provided that all indemnities set forth herein including, without limitation, Section 20 hereof, shall survive any such saletermination) and the Pledgee, assignmentat the request and expense of the Pledgors, will execute and deliver to the Pledgors such instrument or instruments acknowledging the satisfaction and termination of this Agreement as reasonably requested by the Pledgor, and will duly assign, transfer and deliver to the Pledgors (without recourse and without any representation or disposition warranty) such of the Pledged Collateral as may be in the possession of the Pledgee and has not theretofore been sold or as otherwise consented applied or released pursuant to this Agreement, together with any moneys at the time held by Holderthe Pledgee hereunder. (c) In connection with At any time that the Pledgors desire that Pledged Collateral be released as provided in the foregoing Section 28(a) or (b), it shall, upon the request of the foregoingPledgee, 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 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 Pledged Collateral is permitted pursuant to Section 28(a) or (b), as the case may be. (d) The Pledgee shall have no liability whatsoever to any Secured Creditor as a result of any release of any Pledged Collateral by it in accordance with this Section 7.12 shall be without recourse to or warranty by the Holder28.

Termination; Release. (a) This It is expressly acknowledged and agreed that the Liens and security interests granted under this Agreement shall continue in effect (notwithstanding for the fact that from time to time there may be no Obligations outstanding) until (such occurrence being benefit of the “Termination Date”) the earlier of Secured Creditors (i) prior to the time at which all Lien Termination Date, (x) shall be released by the Pledgee, without the necessity of the Obligations have been paid in full (other than consent of any contingent obligations not then due and indemnification obligations not then due) and (ii) Secured Creditor, upon 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 Section 7.03 of the Credit Agreement (including as permitted pursuant to any amendment or waiver to Section 7.03 in accordance with the Noteterms of the Credit Agreement), but in each case only with respect to that portion of the security interest created hereby in any Pledged Collateral that is so soldsubject to such transaction and not including the proceeds thereof, transferred or otherwise disposed of shall automatically terminate and (y) may be released upon by the closing of such salePledgee, transfer or other disposition, and such Collateral shall be sold free and clear with the consent of the Lien and security interest created hereby; provided thatMajority Lenders or, to the extent required by Section 11.01(a)(i) of the Credit Agreement, with the consent of each of the Lenders, with respect to all or any portion of the Pledged Collateral and (ii) shall be released on the Lien Termination Date with respect to all of the Pledged Collateral pursuant to paragraph (b) of this Section 27. Upon any release of the type described in the immediately preceding sentence, the Pledgee shall, at the request of the Pledgor and at the expense of the Borrower, release the Pledged Collateral being released and execute and deliver to the Pledgor such instrument or instruments acknowledging the release of such Pledged Collateral from this Agreement or as reasonably requested by the NotePledgor, the Holder shall have consented to such saleand 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 Pledged Collateral that is to be released as described above and is in the possession of any the Pledgee. (b) Following the Lien Termination Date, this Agreement shall terminate, and the Pledgee, at the request of the Pledgor and at the expense of the Borrower, will execute and deliver to the Pledgor such saleinstrument or instruments acknowledging the satisfaction and termination of this Agreement as reasonably requested by the Pledgor, assignmentand will duly assign, transfer and deliver to the Pledgor (without recourse and without any representation or disposition warranty) such of the Pledged Collateral as may be in the possession of the Pledgee 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 Pledgee hereunder. At any time that the Pledgor desires that Pledged Collateral be released as otherwise consented provided in the foregoing Section 27(a) or (b), [he][she] shall, upon the request of the Pledgee, deliver to the Pledgee a certificate signed by Holderthe Pledgor stating that the release of the respective Pledged Collateral is permitted pursuant to Section 27(a) or (b), as the case may be. (c) In connection The Pledgee shall have no liability whatsoever to any Secured Creditor as a result of any release of any Pledged Collateral by it in accordance 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 Holder27.

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 Article VIII hereof shall survive any such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will execute and deliver to such Assignor 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 Assignor (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 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 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 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 Parent or another Pledgor 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 Pledgor hereunder as may then be in full (the Administrative Agent’s possession, subject to the rights of third parties. The pledge, security interests and other than Liens hereunder shall be automatically released on any contingent obligations Pledged Collateral sold or otherwise Disposed of to a Person who is not then due and indemnification obligations not then due) and (ii) the consummation 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 Exchange Agreement Closing. Upon the occurrence 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 Pledged Collateral shall be sold or otherwise Disposed of by any Pledgor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of the Parent or such Pledgor, shall, within a commercially reasonable period of time, execute and deliver to the Parent or such Pledgor 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 all the Equity Interests of any Pledgor that is a Subsidiary of the Parent shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the NoteCredit Agreement, then, at the request of the Parent and at the sole expense of the Pledgors, such Pledgor shall be released from its obligations hereunder and, at the reasonable request of the Parent and at the expense of the Pledgors, 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 Parent 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 terminationrelease. 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.Pledge Agreement DMEAST #35731023 Pledge Agreement DMEAST #35731023

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, 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 granted hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon without the closing requirement for any further action by any Person (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the Pledgee, at the reasonable request and expense of such salethe respective Pledgor, will promptly (and the Secured Creditors hereby authorize the Pledgee to) execute and file or deliver to the Borrower or its designee a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer 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 applicable Pledgors (without recourse and without any representation or warranty) such of the Grantor’s designee, at Collateral as may be in the Grantor’s expense, all UCC termination statements possession of the Pledgee and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements has not theretofore been sold or documents otherwise applied or released pursuant to this Section 7.12 Agreement. As used in this Agreement, “Termination Date” shall be without recourse mean the date upon which the Commitments under the Credit Agreement have been terminated, all Loans thereunder have been repaid in full, all Letters of Credit issued under the Credit Agreement have been terminated or otherwise addressed in a manner reasonably acceptable to the Administrative Agent or warranty by the Holderapplicable Issuing Bank(s) and all other Obligations (other than Obligations in respect of (x) any Swap Agreements, Bank Product Agreements or Designated Foreign Facility Agreements and (y) contingent reimbursement and indemnification obligations not yet accrued and payable) then due and payable 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 Canadian 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 Canadian Letters 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 L/C Issuer and the Liens granted hereunder Administrative 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 Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Canadian 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 saleGrantor, 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 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 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 PPSA termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (c) At any time that Grantor desires that the Agent take any action described in clause (b) of this SECTION 9.5, Grantor shall, upon request of the Agent, deliver to the Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to clause (a) or (b) of this SECTION 9.5. The Agent shall have no liability whatsoever to any other Canadian Credit 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 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 (other than any contingent obligations not then due full, this Agreement shall terminate, and indemnification obligations not then due) the Collateral Agent, at the request and (ii) the consummation expense of the Exchange Agreement Closing. Upon Assignor, will execute and deliver to the occurrence of Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the Termination Date, the Holder shall forthwith cause the satisfaction, discharge satisfaction and termination of this Agreement Agreement, 24 and will duly assign, transfer and deliver to the Liens granted hereunder Assignor (subject to Section 7.8without recourse and without any representation or warranty) and shall prepare and record any and all termination statements such of the 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 So long as no payment default on any of the Collateral shall Obligations is in existence or would exist after the application of proceeds as provided below, the Pledgee shall, at the request of the Borrower and the Pledgor, 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 Banks 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 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 a principal executive 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 the Assignor, will duly assign, transfer and deliver to the Grantor Assignor (without recourse and without any representation or warranty) such of the Grantor’s designee, at Collateral as is then being (or has been) so sold and as may be in the Grantor’s expense, all UCC termination statements possession of the 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 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 SGR 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 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 Foreign Gate Leasehold, such FAA Slot, Foreign Slot or right, title, privilege, interest and authority shall be automatically subject to the Lien of this SGR Security Agreement. (d) [Reserved]. (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 this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of such Grantor 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 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(b) 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 shall continue Security Agreement, the Lien 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 favor of the 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 have been paid upon the indefeasible payment in full in cash of all Obligations under the Transaction Documents (other than together with any contingent obligations not then due and matured indemnification obligations not then due) and (ii) the consummation as of the Exchange Agreement Closing. Upon the occurrence date of the Termination Datesuch payment, the Holder shall forthwith cause the satisfactionbut excluding any inchoate or unmatured contingent indemnification obligations), 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 provided, however, that in connection with the Liens granted hereundertermination of this Security Agreement, the 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 the Transaction Documents. (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 Transaction Documents. 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 NoteTransaction Documents, 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 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.

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 Facility Agent notifies the Borrower that 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, 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 Credit Party. Upon termination statements hereof or any release of Collateral in accordance with the provisions of this Agreement, the applicable Creditor shall promptly execute and deliver to such Credit Party all releases or other documents reasonably necessary and in form reasonably satisfactory to the Credit Party, any vessel registry or other registry, as applicable, and take such reasonable further actions for the release of such Collateral from the security interests created thereby, upon the written request and at the sole cost and expense of the Credit Parties, assign, transfer and deliver to the Credit Parties, against receipt and without recourse to or warranty of any kind (either express or implied) by such Creditor (except that such Creditor has not assigned or otherwise transferred its security interest in the Collateral), such of the Collateral to be released (in the case of a release) as may be appropriate in possession or control of such Creditor 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 Credit Party (other than to another Credit Party) 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 of the Lien applicable Creditor, 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 salesCredit Party, 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 Credit Party all releases or other documents reasonably necessary and in form reasonably satisfactory to the Grantor or Credit Party and take such reasonable further actions for the Grantor’s designeerelease of such Collateral from the security interests created thereby, provided that the applicable Credit Party shall have delivered to such Creditor, at least five (5) Banking Days (or such shorter period of time acceptable to such Creditor) prior to the Grantor’s expensedate of the proposed release, all UCC termination statements a certificate of a Responsible Officer of such Credit Party with request for release identifying the relevant Collateral and similar documents certifying that such transaction is in compliance with this Agreement and 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 HolderSecurity Documents.

Termination; Release. (a) This It is expressly acknowledged and agreed that the Liens and security interests granted under this Agreement shall continue in effect (notwithstanding for the fact that from time to time there may be no Obligations outstanding) until (such occurrence being benefit of the “Termination Date”) the earlier of Secured Creditors (i) prior to the time at which all Lien Termination Date, (x) shall be released by the Pledgee, without the necessity of the Obligations have been paid in full (other than consent of any contingent obligations not then due and indemnification obligations not then due) and (ii) Secured Creditor, upon 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 Section 8.03 of the Credit Agreement (including as permitted pursuant to any amendment or waiver to Section 8.03 in accordance with the Noteterms of the Credit Agreement), but in each case only with respect to that portion of the security interest created hereby in any Pledged Collateral that is so soldsubject to such transaction and not including the proceeds thereof, transferred or otherwise disposed of shall automatically terminate and (y) may be released upon by the closing of such salePledgee, transfer or other disposition, and such Collateral shall be sold free and clear with the consent of the Lien and security interest created hereby; provided thatMajority Banks or, to the extent required by Section 11.01(a)(vii) of the Credit Agreement, with the consent of each of the Banks, with respect to all or any portion of the Pledged Collateral and (ii) shall be released on the Lien Termination Date with respect to all of the Pledged Collateral pursuant to paragraph (b) of this Section 28. Upon any release of the type described in the immediately preceding sentence, the Pledgee shall, at the request and expense of the Pledgors, release the Pledged Collateral being released and execute and deliver to the Pledgors such instrument or instruments acknowledging the release of such Pledged Collateral from this Agreement or the Noteas reasonably requested by such Pledgor, the Holder shall have consented to such saleand 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 respective Pledgor (without recourse and without any representation or warranty) such proceeds are of the subject Pledged Collateral that is to be released as described above and is in the possession of the Pledgee. (b) Following the Lien Termination Date, this Agreement shall terminate, (provided that all indemnities set forth herein including, without limitation, Section 20 hereof, shall survive any such saletermination) and the Pledgee, assignmentat the request and expense of the Pledgors, will execute and deliver to the Pledgors such instrument or instruments acknowledging the satisfaction and termination of this Agreement as reasonably requested by the Pledgor, and will duly assign, transfer and deliver to the Pledgors (without recourse and without any representation or disposition warranty) such of the Pledged Collateral as may be in the possession of the Pledgee and has not theretofore been sold or as otherwise consented applied or released pursuant to this Agreement, together with any moneys at the time held by Holderthe Pledgee hereunder. (c) In connection with At any time that the Pledgors desire that Pledged Collateral be released as provided in the foregoing Section 28(a) or (b), it shall, upon the request of the foregoingPledgee, 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 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 Pledged Collateral is permitted pursuant to Section 28(a) or (b) as the case may be. (d) The Pledgee shall have no liability whatsoever to any Secured Creditor as a result of any release of any Pledged Collateral by it in accordance with this Section 7.12 shall be without recourse to or warranty by the Holder28.

Termination; Release. (a1) 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, all without delivery of any instrument or performance of any act by any party, and all rights to the Holder Collateral shall forthwith cause revert to the satisfactionObligor (provided that all indemnities set forth herein including, without limitation, in Section 9.1 hereof, shall survive termination) and the Collateral Agent, at the request and expense of the Obligor, will promptly execute and deliver to the Obligor a proper instrument or instruments (including PPSA discharge statements) acknowledging the satisfaction and termination of this Agreement Agreement, and will duly assign, transfer and deliver to the Liens granted hereunder Obligor (subject to Section 7.8without recourse and without any representation or warranty) and shall prepare and record any and all termination statements such of the Collateral as may be appropriate in the possession of the Collateral Agent or any of its sub agents hereunder 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. (b2) 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) (x) at any time prior to the Termination Date, in connection with a sale or disposition permitted by Section 9.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement), or (y) at any time thereafter, to the extent permitted by the Grantor Other Credit Documents, and in a transaction permitted by this the case of clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or other Credit Document, as the 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 maybe, to the extent required by this Agreement or the Noteto be so applied, the Holder shall have consented to Collateral Agent, at the request and expense of the Obligor, will duly release from the Security Interest created hereby (and will execute and deliver such saledocumentation, including termination or partial release statements and the like in connection therewith) and 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 Obligor (without recourse and without any representation or warranty) such of the Grantor’s designeeCollateral as is then being (or has been) so sold or otherwise disposed of, at or released, and as may be in the Grantor’s expense, all UCC termination statements possession of the 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. (3) At any time that the Obligor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 7.12 10.9(1) or (2), the Obligor shall be without recourse deliver to the Collateral Agent a certificate signed by a principal executive officer of the Obligor stating that the release of the respective Collateral is permitted pursuant to such Section 10.9(1) or warranty (2). If reasonably requested by the HolderCollateral Agent (although the Collateral Agent shall have no obligation to make such request), the Obligor shall furnish appropriate legal opinions (from counsel, reasonably acceptable to the Collateral Agent) to the effect set forth in this Section 10.9(3). (4) The Collateral Agent shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it in accordance with (or which the Collateral Agent believes to be in accordance with) this Section 10.9.

Termination; Release. 12.1. This Agreement shall create a continuing security interest in the Pledged Collateral and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Secured Obligations or the assignment of the Secured Obligations to a third party by the Investor, at which time the pledge granted hereby shall terminate and all rights to the Pledged Collateral shall revert to Pledgor. Upon any such termination, Investor shall, at P▇▇▇▇▇▇’s expense, (x) return all Pledged Collateral in his possession to Pledgor and (y) execute and deliver to Pledgor such UCC termination statements and other documents, which shall be prepared by Pledgor in form and substance reasonably satisfactory to Investor, as Pledgor shall reasonably request to evidence such termination. 12.2. Investor shall, at the expense of Pledgor, execute and deliver to Pledgor such documents as Pledgor may reasonably request to evidence the release of any item of Pledged Collateral from the security interest granted hereby, upon a sale, transfer or other disposition of such Pledged Collateral in accordance with the terms of the Note Purchase Agreement; provided, however, that (a) This Agreement at least five (5) Business Days prior to the date of the proposed release, Pledgor shall continue in effect (notwithstanding the fact that from time have delivered to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of Investor (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 a written request for such release, (ii) a form of release and (iii) a certificate of Pledgor stating that the consummation transaction is in compliance with the Note Purchase Agreement and such other statements as Investor may request, (b) no Event of Default shall have occurred and be continuing at the Exchange Agreement Closing. Upon time of such request and release and (c) to the occurrence of extent required under the Termination DateNote Purchase Agreement, the Holder shall forthwith cause the satisfaction, discharge and termination application 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 or payment of or in connection with the Liens granted hereunder. (b) If proceeds of 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 disposition shall be sold free and clear carried out in accordance with the instructions 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 HolderInvestor. (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 terminate (provided that all indemnities set forth herein including, without limitation, in effect Section 5.1 hereof shall survive such termination) and the Collateral Agent, at the request and expense of the Company, will promptly execute and deliver to the Company a proper instrument or instruments acknowledging the satisfac­tion and termination of this Mortgage, and will duly assign, transfer and deliver to the Company (notwithstanding the fact that from time to time there without recourse and without any representation or warranty) such of its 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 Mortgage. As used in this Mortgage, “Termination Date”) ” shall mean the earlier of (i) date upon which the time at which all of Loans, the Reimbursement Obligations and the other 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 Datefull, the Holder shall forthwith cause the satisfaction, discharge Commitments have been terminated and termination no Letters 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 hereunderCredit are 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 this Credit 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 Liens created by this Mortgage and security interest created hereby; provided thatthe Collateral Agent, at the request and expense of the Company, will duly assign, transfer and deliver to the extent required by Company (without recourse and without any representation or warranty) such of the Collateral of the Company as is then being (or has been) so sold or released and as may be in the possession of the Collateral 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 HolderMortgage. (c) In connection with At any of time that the Company desires that Collateral be released as provided in 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. This Security Agreement, the Lien in favor of the Agent (afor the benefit of itself and the other Credit Parties) This Agreement 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 unasserted contingent indemnification Obligations) until (such occurrence being the “Termination Date”) the earlier of when (i) the time at which all 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 Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then dueCredit Agreement) and under the Credit Agreement, (ii) the consummation principal of the Exchange Agreement Closing. Upon the occurrence of the Termination Dateand interest on each Loan and all fees and other Secured Obligations (including, the Holder shall forthwith cause the satisfactionwithout limitation, discharge all costs and termination of this Agreement and the Liens granted hereunder (expenses that are subject to Section 7.8reimbursement under SECTION 9.3, but other than unasserted contingent indemnification Obligations) and 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 connection with the Liens granted hereunder. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor full 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 dispositioncash, and such Collateral (iii) all Letters of Credit (as defined in the Credit Agreement) shall be sold free have (A) expired or terminated and clear of the Lien and security interest created hereby; provided thathave 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 Agreement or the NoteSecurity Agreement, the Holder Lien in favor of the Agent (for the benefit of itself and the other Credit Parties) and all other security interests granted hereby shall have consented 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 (B) in connection with the termination of this Security Agreement, the Agent may require such indemnities and collateral security as it shall 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 of Other Liabilities, and (z) any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any Secured Obligations that may thereafter arise under Section 10.04 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 HolderCredit Agreement.

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, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens security interests 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 without the closing requirement for any further action by any Person (provided that all indemnities set forth herein including, without limitation, in Section 7.1 hereof shall survive such termination) and the Collateral Agent, at the reasonable request and expense of such salethe respective Grantor, will promptly (and the Secured Creditors hereby authorize the Collateral Agent to) execute and file or deliver to the Borrower or its designee a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer 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 applicable Grantors (without recourse and without any representation or warranty) such of the Grantor’s designee, at Collateral as may be in the Grantor’s expense, all UCC termination statements possession of the 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 as has not theretofore been sold or documents otherwise applied or released pursuant to this Section 7.12 Agreement. As used in this Agreement, “Termination Date” shall be without recourse mean the date upon which the Commitments under the Credit Agreement have been terminated, all Loans thereunder have been repaid in full, all Letters of Credit issued under the Credit Agreement have been terminated or otherwise addressed in a manner reasonably acceptable to the Administrative Agent or warranty by the Holderapplicable Issuing Bank(s) and all other Credit Document Obligations (other than Obligations in respect of (x) any Swap Agreements, Bank Product Agreements or Designated Foreign Facility Agreements and (y) contingent reimbursement and indemnification obligations not yet accrued 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 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 Agreement shall continue in effect terminate and the Collateral shall be automatically released from the Lien of this Agreement when the Facility Agent notifies the Borrowers that 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, 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 Credit Party. Upon termination statements hereof or any release of Collateral in accordance with the provisions of this Agreement, the applicable Creditor shall promptly execute and deliver to such Credit Party all releases or other documents reasonably necessary and in form reasonably satisfactory to the Credit Party, any vessel registry or other registry, as applicable, and take such reasonable further actions for the release of such Collateral from the security interests created thereby, upon the written request and at the sole cost and expense of the Credit Parties, assign, transfer and deliver to the Credit Parties, against receipt and without recourse to or warranty of any kind (either express or implied) by such Creditor (except that such Creditor has not assigned or otherwise transferred its security interest in the Collateral), such of the Collateral to be released (in the case of a release) as may be appropriate in possession or control of such Creditor 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 Credit Party (other than to another Credit Party) 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 of the Lien applicable Creditor, 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 salesCredit Party, 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 Credit Party all releases or other documents reasonably necessary and in form reasonably satisfactory to the Grantor or Credit Party and take such reasonable further actions for the Grantor’s designeerelease of such Collateral from the security interests created thereby, provided that the applicable Credit Party shall have delivered to such Creditor, at least five (5) Banking Days (or such shorter period of time acceptable to such Creditor) prior to the Grantor’s expensedate of the proposed release, all UCC termination statements a certificate of a Responsible Officer of such Credit Party with request for release identifying the relevant Collateral and similar documents certifying that such transaction is in compliance with this Agreement and 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 HolderSecurity Documents.

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 Commitments, or at such time as no Note is outstanding and all Loans and other Obligations have been paid in full (other than any contingent obligations not then due full, this Agreement shall terminate, and indemnification obligations not then due) the Collateral Agent, at the request and (ii) the consummation expense of the Exchange Agreement Closing. Upon Assignor, will execute and deliver to the occurrence of Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging 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 the Liens granted hereunder Assignor (subject to Section 7.8without recourse and without any representation or warranty) and shall prepare and record any and all termination statements such of the 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 So long as no payment default on any of the Obligations is in existence or would exist after the application of proceeds as provided below, the Collateral shall be soldAgent shall, transferred at the request of the Assignor, release any or all of the Collateral, provided that (x) such release is permitted by the terms 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 Assignor desires that the Collateral Agent take any action to give effect to any release of Collateral pursuant to the foregoing Section 10.10(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 10.10(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 the Assignor, will duly assign, transfer and deliver to the Grantor Assignor or its designee (without recourse and without any representation or warranty) such of the Grantor’s designee, at Collateral as is then being (or has been) so sold and as may be in the Grantor’s expense, all UCC termination statements possession of the 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 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 or, in the case of Secured Swap Agreements, cash collateralized in a manner, and indemnification obligations not then duepursuant to documentation, satisfactory to the Administrative Agent) and (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge all Commitments 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 hereunderNew Commitments have terminated or expired. (b) If any of A Grantor 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 HolderBorrower. (c) Upon any sale or other transfer or disposition by any Grantor of any Collateral that is not prohibited under the Credit Agreement, or upon the sale of participations in the entirety of any Member Loans that are included in the Collateral 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 automatically released (it being understood, for the avoidance of doubt, that the sale of Member Loans pursuant to a Whole Loan Program or the sale of participations in Member Loans and, in each case, the retention of servicing rights by Borrow with such Member Loans will not impair or prevent the automatic release of the Security Interest in such Collateral). (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of the foregoingthis Section 9.14, the Holder Collateral Agent shall execute and deliver to the any Grantor or the at such Grantor’s designee, at the Grantor’s '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 HolderCollateral Agent.

Termination; Release. (a) This Agreement 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 Commitments shall have expired or been terminated, (ii) the principal of and interest on each Loan and all fees and other Secured Obligations (other than the Other Liabilities) shall have been indefeasibly paid in full in cash, (iii) all Letters of Credit (as such term is defined in the Obligations Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, (B) been Cash Collateralized in accordance with the Credit Agreement, or (C) been supported by another letter of credit in a manner satisfactory to the L/C Issuer and the Administrative Agent, and (iv) all Unreimbursed Amounts shall have been paid in full full, provided, however, that in connection with the termination of this Agreement, the Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (other than any contingent obligations not then due and indemnification obligations not then duex) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, and (iiy) any obligations that may thereafter arise with respect to the Other Liabilities to the extent not provided for thereunder. (b) A Pledgor shall automatically be released from its obligations hereunder and the Lien in favor of the Collateral Agent (for the benefit of itself and the other Credit Parties) on the Pledged Collateral of such Pledgor shall be automatically released upon the consummation of any transaction not prohibited by the Exchange Credit Agreement Closing. as a result of which such Pledgor ceases to be a Subsidiary; provided that each Lender shall have consented to such transaction (if and to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise; provided further that any release of Pledged Collateral or any Pledgor in the manner permitted by this Agreement and the Credit Agreement shall not require the consent of holders of Other Liabilities under such transactions. (c) Upon any Permitted Disposition by any Pledgor of any Pledged Collateral, or upon the occurrence effectiveness of any written consent to the release of the Termination Datesecurity interest granted hereby in any Pledged Collateral pursuant to Section 10.01 of the Credit Agreement, the Holder security interest in such Pledged Collateral shall forthwith cause be automatically released. (d) The Pledged Collateral shall be released from the satisfaction, discharge and termination Lien of this Agreement in accordance with the provisions of this Agreement and the Liens granted hereunder (subject to Section 7.8) Credit Agreement. Upon termination hereof or any release of Pledged Collateral in accordance with this SECTION 9.4, the Collateral Agent shall, upon the request and shall prepare at the sole cost 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 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 except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral to be released (in the case of a release) or all of the Pledged Collateral (in the case of termination of this 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 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. (e) The Collateral Agent shall have no liability whatsoever to any Credit Party as the result of any release of Pledged Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this SECTION 9.4.

Termination; Release. (a) This Agreement shall continue create a continuing security interest 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 Collateral and shall (i) the time at which all remain in full force and effect until payment in full of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and Secured Obligations, (ii) be binding upon the consummation Grantor, its successors and assigns and (iii) inure, together with the rights and remedies of the Exchange Agreement ClosingCollateral Agent hereunder, to the benefit of the Collateral Agent and each of the Secured Parties and their respective successors, transferees and assigns. Upon the occurrence payment in full of the Termination DateSecured Obligations, the Holder security interest granted hereby shall forthwith cause terminate and all rights to the satisfaction, discharge and termination of this Agreement and Collateral shall revert to the Liens granted hereunder (Grantor subject to Section 7.8) any existing liens, security interests or encumbrances on such Collateral. Upon any such termination, the Collateral Agent will, at the Grantor's expense, execute and deliver to the Grantor such documents as the Grantor shall prepare and record any and all termination statements as may be appropriate reasonably request to terminate all financing statements and other filings made in connection with the Liens granted hereunderevidence such termination. (b) If In the event that any part of the Collateral shall be sold, transferred or otherwise of the Grantor (i) is disposed of in connection with a disposition permitted by the Grantor in a transaction permitted by Credit Agreement or this Agreement or (ii) is otherwise released pursuant to the Noteterms and conditions of the Credit Agreement and, in the case of a sale or sales contemplated by clause (i) above, 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 salesale or sales are applied in accordance with the terms herein and 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 Grantor, 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 Grantor (without recourse and without any representation or warranty) such proceeds are of the subject Collateral of any such sale, assignment, transfer the Grantor as is then being (or disposition has been) so sold or as otherwise consented to by Holderreleased and has not theretofore been released pursuant this Agreement. (c) In connection with Except as may be otherwise provided in the Credit Agreement, at any time that the Grantor desires that the Collateral of the foregoingGrantor be released as provided in the foregoing Sections 15(a) or (b), the Holder Grantor shall execute and deliver to the Grantor Collateral Agent a certificate signed by a Responsible Officer stating that the release of the respective Collateral is permitted pursuant to Sections 15(a) or (b). If requested by the Grantor’s designeeCollateral Agent, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request furnish appropriate legal opinions (from time counsel, which may be in-house counsel, acceptable to time the Collateral Agent) to evidence such terminationthe effect set forth in the immediately preceding sentence. Any execution and delivery The Collateral Agent shall have no liability whatsoever to any Secured Party as the 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 Holder15.

Termination; Release. (a) This Security Agreement (other than with respect to any cash collateral securing any outstanding Letter of Credit) 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 paid in full full, the Commitments have been terminated 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 reassign and redeliver (or cause to be reassigned and redelivered) to each Assignor, or to such person or persons as such Assignor shall designate, or to whomever may be lawfully 247 entitled to receive such surplus, against receipt, such of the Collateral (if any) (other than with respect to any contingent obligations cash collateral securing any outstanding Letter of Credit) as shall not then due have been sold or otherwise applied by the Administrative Agent pursuant to the terms hereof and indemnification obligations shall still be held by it hereunder, together with appropriate instruments or reassignment and release. Any such reassignment and release shall be without recourse upon or warranty by the Administrative Agent (other than a warranty that the Administrative Agent has not then dueassigned its rights and interests hereunder to any Person) and (ii) at the consummation 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 hereundereach Assignor. (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 released at the direction of the Required Lenders (or all Lenders if required by subsection 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 salesale or sales or from such release are applied in accordance with the provisions of subsection 5.4 of the Credit Agreement, transfer or other dispositionto the extent required to be so applied, 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 NoteAdministrative Agent, at the Holder shall have consented request and expense of the relevant Assignor, will duly assign, transfer and deliver to such sale, transfer Assignor (without recourse and without any representation or other disposition; provided, further, that warranty) such security interest of the Collateral as is then being (or has been) so sold or released and has not theretofore been released pursuant to this Agreement and will continue promptly execute and deliver to attach to all proceeds such Assignor a proper instrument or instruments (including UCC termination statements on form UCC-3) acknowledging the release of such sales, transfers or other dispositions except Collateral pursuant 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 At any time that an Assignor desires that the Administrative Agent take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoingforegoing subsection 21(a) or (b), as the Holder case may be, it shall execute and deliver to the Grantor or Administrative Agent, if requested by the Grantor’s designeeAdministrative Agent, at the Grantor’s expense, all UCC termination statements and similar documents a certificate signed by an executive 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 this Section 7.12 shall be without recourse to such subsection 21(a) or warranty by (b), as the Holdercase may be.

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 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 shall terminate 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 Trustee 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 respective Grantors, upon the Grantor’s designeedirection of the Trustee and at the expense of the Grantors, the proper instruments (including UCC termination statements) acknowledging the termination of this Agreement, and will duly assign, transfer and deliver to the Grantors, at the expense of the Grantors and without recourse, representation or warranty of any kind whatsoever (except with respect to the absence of any liens created by or arising under the Collateral Trustee), such of the Collateral of the respective Grantors as may be in possession of the Collateral Trustee and has not theretofore been disposed of, applied or released PROVIDED, HOWEVER, if no default or Event of Default exists, the Company and each Grantor’s expense's Accounts will be automatically released from the Lien at such time as the Company has paid five million dollars ($5,000,000) of the principal amount of the Series A Notes in accordance with Section 3.05(c) or 3.06(b) of the Indenture and, all UCC upon the direction of the Trustee and at the expense of the Grantors, the Collateral Trustee will execute and deliver to the respective Grantors the proper instruments acknowledging the termination statements and similar documents that of such Lien. Upon the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery release of termination statements or documents any Collateral pursuant to this Section 7.12 shall be the terms of the Indenture, the Collateral Trustee will promptly return (and in any event within 10 Business Days) to the Grantors any Collateral so released that is held by or on behalf of the Collateral Trustee, including, without recourse to limitation, any Pledged Stock and any and all instruments of transfer or warranty by the Holderassignments in blank with respect thereto.

Termination; Release. (a) This Agreement shall continue create a continuing security interest 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 Collateral and shall (i) the time at which all of the Obligations have been paid remain in full (other than any contingent obligations not then due force and indemnification obligations not then due) and effect until the Second Priority Obligations Payment Date shall have occurred, (ii) be binding upon each Grantor, its successors and assigns and (iii) inure, together with the consummation rights and remedies of the Exchange Agreement ClosingCollateral Agent hereunder, to the benefit of the Collateral Agent and each of the Second Priority Secured Parties and their respective successors, transferees and assigns. Upon the occurrence of the Termination DateSecond Priority Obligations Payment Date and without further action by any Person, the Holder security interest granted hereby shall forthwith cause terminate and all rights to the satisfaction, discharge and termination of this Agreement and Collateral shall revert to the Liens granted hereunder (Grantors subject to Section 7.8) any existing liens, security interests or encumbrances on such Collateral (other than any thereof attributable to actions or inactions of the Collateral Agent or any Second Priority Secured Party). Upon any such termination, the Collateral Agent will, at the Grantors’ expense, promptly execute and deliver to the Grantors such documents as the Grantors shall prepare and record any and all termination statements as may be appropriate reasonably request to terminate all financing statements and other filings made in connection with the Liens granted hereunderevidence such termination. (b) If In the event that any part of the Collateral shall be sold, transferred or otherwise of the Grantors (i) is disposed of in connection with a disposition permitted by the Grantor in a transaction permitted by Credit Agreement or this Agreement or (ii) is otherwise released pursuant to the Noteterms and conditions of the Credit Agreement, to the security interest created hereby extent applicable, such Collateral will, in any Collateral that is so sold, transferred or otherwise disposed the case of shall automatically terminate and be released upon the closing of such sale, transfer or other a disposition, and such Collateral shall be sold free and clear of the Lien and security interest Liens created hereby; provided that, to the extent required by this Agreement or the Noteand, in each case, the Holder shall have consented Collateral Agent, at the request and expense of the relevant Grantor, will duly assign, transfer and deliver to such sale, transfer Grantor (without recourse and without any representation or other disposition; provided, further, that warranty) such security interest will continue to attach to all proceeds of the Collateral of such sales, transfers Grantor as is then being (or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer has been) so sold or disposition or as otherwise consented to by Holderreleased and has not theretofore been released pursuant this Agreement. (c) In connection with Except as may be otherwise provided in the Credit Agreement, at any time that any Grantor desires that the Collateral of such Grantor be released as provided in the foregoingforegoing Sections 15(a) or (b), the Holder Borrower shall execute and 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 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 Sections 15(a) or (b). The Collateral Agent shall have no liability whatsoever to any Second Priority Secured Party 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. Section 16.

Termination; Release. (a) This After the Termination Date, this Agreement and the security interest created hereby shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof and in Section 6 of Annex N to the US Security Agreement shall continue in effect 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 (notwithstanding 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 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 (i) Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any monies at the time at which all 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 or a Securities Intermediary), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) hereof or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv) hereof; 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 and Letters of Credit under the Credit Agreement have been terminated or (y) the First Lien Creditors have released their Liens on all of the Collateral then, in either case, this Agreement and the security interests created hereby shall terminate (provided that all indemnities set forth herein (including, without limitation, in Section 11 hereof) and in Section 6 of Annex N to the US Security Agreement shall survive such termination) unless, in the case of preceding clause (x), any Event of Default under the Senior Secured Note Indenture exists as of the date on which the First Lien Obligations are repaid in full and terminated as described in such clause (x), in which case the security interests created under this Agreement in favor of the Second Lien Creditors will not be released except to the extent the Collateral or any portion thereof was disposed of in order to repay the First Lien Obligations (although the security interests created in favor of the Second Lien Creditors will be released when such Event of Default and all other Events of Default under the Senior Secured Note Indenture cease to exist). (b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party) in connection with a sale or disposition permitted by the respective Secured Debt Agreements or is otherwise released at the direction of the Required Secured Creditors, and the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the respective Secured Debt Agreement, as the case may be, to the extent required to be so applied, the Pledgee, at the request and expense of such Pledgor, will duly assign, transfer and deliver to such Pledgor (without recourse and without any contingent obligations representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in possession of the Pledgee and has not then due theretofore been released pursuant to this Agreement and, to the extent requested by such Pledgor, deliver, at such Pledgor's expense, appropriate UCC termination statements and indemnification obligations not then dueinstruments of satisfaction, discharge and or reconveyance, as the case may be. (c) At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 19(a) or (b) hereof, such Pledgor shall deliver to the Pledgee a certificate signed by a principal executive officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 19(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 Secured Creditor as the result of any release of Collateral by it as permitted (or which the Pledgee in the absence of gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) believes to be permitted) by this Section 19. (e) Without limiting the foregoing provisions of this Section 19 to the extent applicable following the qualification of the Senior Secured Note Indenture under the Trust Indenture Act (but only insofar as this Agreement applies to the Second Lien Creditors), (i) the Pledgors shall comply with Section 314(d) of the Trust Indenture Act in connection with the release of property or Liens hereunder 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 parties hereto agree that if any amendments 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 any other Security Document are required in order to comply 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 provisions of the Lien Trust Indenture Act, such parties shall cooperate and security interest created hereby; provided that, act in good faith to the extent required by this Agreement or the Note, the Holder shall have consented to effect 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 amendments as otherwise consented to by Holderpromptly as practicable. (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.