Common use of Termination; Release Clause in Contracts

Termination; Release. (a) On the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth in 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 (including, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cash.

Termination; Release. (a) On After the Termination Date (as defined below)Date, this -------------------- Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the date upon which the Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters or Letter of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then is outstanding (other than contingent 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 in its sole and absolute discretion) and all other Obligations (other than any indemnities described in Section 12.4 8.1 hereof and in Section 12.13 of the Credit Agreement with respect to which no claim has been assertedare not then due and payable) have been irrevocably paid in full in cashfull.

Termination; Release. (a) On After the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in 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 (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or delivered pursuant to this Agreementmay be in the possession of the Pledgee, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderif any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitment Commitments have been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no Note under amounts are then due and payable in respect thereof, and (y) 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 Release Date as defined in Section 6.14(d) of the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and all Obligations then outstanding the applicable provisions hereof), (other than contingent indemnities described iii) the date upon which the Collateral Agent releases the Collateral in Section 12.4 of accordance with the Credit Agreement with respect and (iv) the date upon which the Loan Documents are amended to which no claim has been asserted) have been irrevocably paid in full in cashrelease all Collateral subject to this Agreement.

Termination; Release. (a) On the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 13 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments 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 in the possession of the Pledgee or any of its sub‑agents hereunder and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used 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 delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). (b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Loan Party) at any time prior to the Termination Date, in this connection with a sale or disposition permitted by Section 7.05 of the Credit Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement or is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized otherwise released pursuant to the Credit Agreement Agreement, and all Obligations then outstanding the proceeds of such sale or disposition (other than contingent indemnities described or from such release) are applied in Section 12.4 accordance with the terms of the Credit Agreement to the extent 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 as is then being (or has been) so 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 respect the provisions thereof, such Pledgor (and the Collateral at such time assigned or pledged by the respective Pledgor pursuant hereto) shall be released from this Agreement. In the case of any such sale or disposition of any property constituting Collateral in a transaction permitted pursuant to Section 7.05 of the Credit Agreement, the Liens created by this Agreement on such Collateral shall be automatically released without need for further action by any Person. (c) At any time that any Pledgor desires that the Pledgee deliver any release or such other documentation as provided in the foregoing Section 22(a) or (b), such Pledgor shall deliver to the 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 respective Pledgor desires that a Guarantor which no claim has been assertedreleased from the Guaranty be released hereunder as provided in the penultimate sentence of Section 22(b), it shall deliver to the Pledgee a certificate signed by a Responsible Officer of the Company and the respective Pledgor stating that the release of the respective Pledgor (and its Collateral) is permitted pursuant to such Section 22(b). (d) The Pledgee shall have been irrevocably paid no liability whatsoever to any other Secured Party as the result of any release of Collateral by it in full accordance with, or which the Pledgee in cashgood faith believes to be in accordance with, this Section 22.

Termination; Release. (a) On After the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment have has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no Note under 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 Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement is outstanding (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and all Loans have been repaid in fullthe applicable provisions hereof), all Letters (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of iv) the date upon which the Credit Agreement with respect Documents are amended to which no claim has been asserted) have been irrevocably paid in full in cashrelease all Collateral subject to this Agreement.

Termination; Release. (a) On After the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments 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 in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the date upon which the Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note under (as defined in the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters Agreement) or Letter of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then is outstanding (other than contingent 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 12.4 11 hereof and in Section 12.13 of the Credit Agreement with respect to which no claim has been assertedare not then due and payable) have been irrevocably paid in full in cashfull.

Termination; Release. (a) On After the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments 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 in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the date upon which the Total Revolving Loan Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note under (as defined in the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters Agreement) or Letter of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then is outstanding (other than contingent 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 in its sole and absolute discretion) and all other Obligations (other than indemnities described in Section 12.4 11 hereof and in Section 12.13 of the Credit Agreement with respect to which no claim has been assertedare not then due and payable) have been irrevocably paid in full in cashfull.

Termination; Release. (a) On This Security Agreement, the Termination Date 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 when (i) the 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 indefeasibly paid in full in cash, (iii) all Letters of Credit (as defined below)in the Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, this Agreement (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 security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive any such termination)Administrative Agent, and (iv) all Unreimbursed Amounts shall have been indefeasibly paid in full in cash, provided, however, that in connection with the Pledgeetermination 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) The Collateral shall be released from the Lien of this Security Agreement in accordance with the provisions of the Credit Agreement. Upon termination hereof or any release of Collateral in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the request sole cost and expense of the respective PledgorGrantors, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (the Grantors, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral 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 has may be in possession of the Collateral Agent and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement 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 no claim has been assertedthe Collateral Agent in good faith believes to be permitted) have been irrevocably paid in full in cashby this SECTION 9.5.

Termination; Release. (a) On After the Termination Date (as defined below)Date, this -------------------- Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the date upon which the Total Aggregate Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note 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) and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all other Obligations then outstanding (other than contingent any indemnities described in Section 12.4 8.1 hereof and in Section 12.05 of the Credit Agreement with respect to which no claim has been assertedare not then due and payable) have been irrevocably paid in full in cashfull.

Termination; Release. (a) On After the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the earlier of (i) the date upon which the Total Commitment and all Interest Rate Protection Agreements and Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid other Credit Document Obligations (excluding normal continuing indemnity obligations which survive in full)accordance with their terms, all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement so long as no amounts are then due and all Obligations then outstanding (other than contingent indemnities described payable in Section 12.4 of the Credit Agreement with respect to which no claim has been assertedthereof) have been irrevocably indefeasibly paid in full in cash(provided the terms of the other Secured Debt Agreements do not otherwise prohibit the termination hereof), and (ii) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) On This Security Agreement, the Termination Date 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 terminate with respect to all Secured Obligations when (i) the 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 below)in the Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, this Agreement (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 security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive any such termination)Administrative Agent, and (iv) all L/C Obligations have been paid in full; provided, however, that in connection with the Pledgeetermination 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) The Collateral shall be released from the Lien of this Security Agreement in accordance with the provisions of the Credit Agreement (which release shall be automatic in the case of any sale, transfer or disposition permitted under Section 7.05 of the Credit Agreement). Upon termination hereof or any release of Collateral in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the request sole cost and expense of the respective PledgorGrantors, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (the Grantors, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral 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 has may be in possession of the Collateral Agent and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement 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 no claim has been assertedthe Collateral Agent in good faith believes to be permitted) have been irrevocably paid in full in cashby this SECTION 9.5.

Termination; Release. (a) On After the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingas provided above, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or any a Membership Interest (other than an Uncertificated Security, Partnership Interest or Membership Interest credited on the books of its sub-agents hereundera Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment and all Secured Interest Rate Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid paid in full), ) and all Letters of Credit other Obligations have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding paid in full (other than contingent arising from indemnities described in Section 12.4 of the Credit Agreement with respect to for which no claim request has been asserted) have been irrevocably paid in full in cashmade).

Termination; Release. (a) On the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof herein 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 (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or delivered pursuant to this Agreementmay be in the possession of the Pledgee, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderif any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitment Commitments (as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid Obligations (excluding (x) normal continuing indemnity obligations which survive in full)accordance with their terms, all so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been assertedCollateralized) have been irrevocably indefeasibly paid in full full, and (ii) the Leverage Release Date as defined in cashSection 5.10(c) of the Bank Facility Agreements.

Termination; Release. This Agreement shall 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 (aif any) On on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification obligations that, pursuant to the Termination Date provisions of the Credit Agreement of the Security Documents, survive the termination thereof) and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full. Upon termination hereof, the security interests granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the applicable Pledgor or to such other person as may be entitled thereto pursuant to any Order or other applicable Legal Requirement. Upon termination hereof or any release of Pledged Collateral in accordance with the provisions of the Credit Agreement, the Collateral Agent shall promptly (as defined belowand in any event within 10 Business Days), this Agreement upon the written request and the security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive any such termination), and the Pledgee, at the request sole cost and expense of the respective PledgorPledgors, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (the Pledgors, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent except that the Collateral Agent has not assigned or otherwise transferred its security interest in the Pledged Collateral, such of the Pledged Collateral to be released (in the case of a release) as has may be in possession or control of the Collateral Agent and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement terms hereof, and, with respect to which no claim has been assertedany other Pledged Collateral, with such endorsements or proper documents and instruments (including UCC-3 termination statements or releases) have been irrevocably paid in full in cashacknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

Termination; Release. (a) On the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 13 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments 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 in the possession of the Pledgee or any of its sub-agents hereunder and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used 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 delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). (b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Loan Party) at any time prior to the Termination Date, in this connection with a sale or disposition permitted by Section 7.05 of the Credit Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement or is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized otherwise released pursuant to the Credit Agreement Agreement, and all Obligations then outstanding the proceeds of such sale or disposition (other than contingent indemnities described or from such release) are applied in Section 12.4 accordance with the terms of the Credit Agreement to the extent 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 as is then being (or has been) so 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 U.S. Guarantor from the U.S. Guaranty in accordance with respect the provisions thereof, such Pledgor (and the Collateral at such time assigned or pledged by the respective Pledgor pursuant hereto) shall be released from this Agreement. In the case of any such sale or disposition of any property constituting Collateral in a transaction permitted pursuant to Section 7.05 of the Credit Agreement, the Liens created by this Agreement on such Collateral shall be automatically released without need for further action by any Person. (c) At any time that any Pledgor desires that the Pledgee deliver any release or such other documentation as provided in the foregoing Section 22(a) or (b), such Pledgor shall deliver to the 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 respective Pledgor desires that a U.S. Guarantor which no claim has been assertedreleased from the U.S. Guaranty be released hereunder as provided in the penultimate sentence of Section 22(b), it shall deliver to the Pledgee a certificate signed by a Responsible Officer of the Company and the respective Pledgor stating that the release of the respective Pledgor (and its Collateral) is permitted pursuant to such Section 22(b). (d) The Pledgee shall have been irrevocably paid no liability whatsoever to any other Secured Party as the result of any release of Collateral by it in full accordance with, or which the Pledgee in cashgood faith believes to be in accordance with, this Section 22.

Termination; Release. (a) On the Termination Date (as defined belowin 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 automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to the Pledgor such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, release, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such all of the Collateral as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used . (b) In the event that all or any part of the Collateral is sold, conveyed or disposed of in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under connection with any form of asset disposition permitted by the Credit Agreement is outstanding (Agreements or otherwise released, in whole or in part, at the direction of the Required Secured Creditors and all Loans have been repaid the proceeds of such asset disposition are applied in full)accordance with, all Letters of Credit have been terminated or Cash Collateralized pursuant and to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 extent required by, the provisions of the Credit Agreement Agreements, the Pledgee, at the request and expense of the Pledgor, will duly assign, release, transfer and deliver to the Pledgor (without recourse and without any representation or warranty) such 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 this Agreement. (c) At any time that the Pledgor desires that the Pledgee assign, release, transfer and deliver Collateral as provided in Section 18(a) or (b) hereof, it shall deliver to the Pledgee a certificate signed by a principal executive officer of the Pledgor stating that the release of the respective Collateral is in accordance with respect to which no claim has been assertedSection 18(a) have been irrevocably paid in full in cashor (b).

Termination; Release. (a) On After the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments 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 in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the date upon which the Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note under (as defined in the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters Agreement) or Letter of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then is outstanding (other than contingent 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 in its sole and absolute discretion) and all other Obligations (other than indemnities described in Section 12.4 11 hereof and in Section 12.13 of the Credit Agreement with respect to which no claim has been assertedare not then due and payable) have been irrevocably paid in full in cashfull.

Termination; Release. (a1) On After the Termination Date (as defined below)Date, this Agreement shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the security interest created hereby Collateral shall automatically terminate revert to the Obligor (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof 9.1 hereof, shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorObligor, will promptly execute and deliver to such Pledgor the Obligor a proper instrument or instruments (including PPSA discharge statements) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor the Obligor (without recourse and without any representation or warranty) such of the Collateral as may be 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 delivered released pursuant to this Agreement, together with . (2) In the event that any undated stock, partnership part of the Collateral is sold or membership powers with respect thereto and together with otherwise disposed of (to a Person other than a Credit Party) (x) at any moneys at time prior to the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated connection with a sale or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in disposition permitted by Section 12.4 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 Other Credit Documents, 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 respect the terms of the Credit Agreement or other Credit Document, as the case maybe, to the extent required to be so applied, the 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 documentation, including termination or partial release statements and the like in connection therewith) and assign, transfer and deliver to the Obligor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or otherwise disposed of, or released, and as may be in the possession of the Collateral Agent and 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 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 no claim has been assertedthe Collateral Agent believes to be in accordance with) have been irrevocably paid in full in cashthis Section 10.9.

Termination; Release. (a) On the Termination Date (as defined belowin 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 automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to the Pledgor such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, release, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such all of the Collateral as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding . (b) and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 extent required by, the provisions of the Credit Agreement Agreements, the Pledgee, at the request and expense of the Pledgor, will duly assign, release, transfer and deliver to the Pledgor (without recourse and without any representation or warranty) such 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 this Agreement. (c) At any time that the Pledgor desires that the Pledgee assign, release, transfer and deliver Collateral as provided in Section 18(a) or (b) hereof, it shall deliver to the Pledgee a certificate signed by a principal executive officer of the Pledgor stating that the release of the respective Collateral is in accordance with respect Section 18(a) or (b). (d) The Pledgee shall have no liability whatsoever to which no claim has been asserted) have been irrevocably paid any Secured Creditor as the result of any release of Collateral by it in full in cashaccordance with this Section 18.

Termination; Release. (a) On When all of the Termination Date (as defined below), Secured Obligations have been indefeasibly paid in full this Agreement shall terminate and the security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of the respective Pledgor, Collateral Trustee will execute and deliver to such Pledgor a the respective Grantors, upon the direction of the Trustee and at the expense of the Grantors, the proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse the Grantors, at the expense of the Grantors and without any recourse, representation or warranty) 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 sold or otherwise disposed of, applied or delivered pursuant to this Agreementreleased PROVIDED, together HOWEVER, if no default or Event of Default exists, the Company and each Grantor'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 any undated stockSection 3.05(c) or 3.06(b) the Indenture and, partnership or membership powers with respect thereto upon the direction of the Trustee and together with any moneys at the time held by expense of the Pledgee or Grantors, the Collateral Trustee will execute and deliver to the respective Grantors the proper instruments acknowledging the termination of such Lien. Upon the release of any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized Collateral pursuant to the Credit Agreement 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 limitation, any Pledged Stock and any and all Obligations then outstanding (other than contingent indemnities described instruments of transfer or assignments in Section 12.4 of the Credit Agreement blank with respect to which no claim has been asserted) have been irrevocably paid in full in cashthereto.

Termination; Release. When all the Secured Obligations have been paid in full (aother than contingent obligations that have not matured) On the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense Commitments of the respective Pledgor, will execute and deliver Lenders to such Pledgor a proper instrument make any Loan or instruments acknowledging the satisfaction and termination to issue any Letter of this Agreement (including, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note Credit under the Credit Agreement is outstanding (shall have expired or been sooner terminated and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon termination of this Agreement the Pledged Collateral shall be automatically released from the Lien of this Agreement. Upon the sale or disposition of any Pledged Collateral pursuant to a transaction permitted under the Credit Agreement to a person that is not a Pledgor hereunder, such Pledged Collateral shall be automatically released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the 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 Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement terms hereof, and, with respect to which no claim has been assertedany other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) have been irrevocably paid in full in cashacknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

Termination; Release. (a) On After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the date upon which the Total Revolving Loan Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters or Letter of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then is outstanding (other than contingent 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 in its sole and absolute discretion) and all other Obligations (other than any indemnities described in Section 12.4 8.1 hereof and in Section 12.13 of the Credit Agreement with respect to which no claim has been assertedare not then due and payable) have been irrevocably paid in full in cashfull.

Termination; Release. (a) On After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the date upon which the Total Aggregate Commitment and all Interest Rate Protection Agreements and Other Hedging Agreements have been terminated, no Note 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 Lender in its sole and absolute discretion) and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all other Obligations then outstanding (other than contingent any indemnities described in Section 12.4 8.1 hereof and in Section 12.05 of the Credit Agreement with respect to which no claim has been assertedare not then due and payable) have been irrevocably paid in full in cashfull.

Termination; Release. (a) On the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments termination statements and instruments of satisfaction, discharge and/or reconveyance) ), and will will, subject to the provisions of the Intercreditor Agreement, 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 in the possession of the Pledgee or any of its sub-agents hereunder and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderhereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment Credit Document Obligations Termination Date shall have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cashoccurred.

Termination; Release. (a) On It is expressly acknowledged and agreed that so long as no Notified Event of Default exists, any or all of the Termination Date 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 defined below)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, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive any such termination)terminate, and the Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to the Pledgor or to such Pledgor other person as may be lawfully entitled (without recourse and without any representation or warranty) such of the Collateral and Residual Securities as may be in the possession of the Pledgee and has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee hereunder. (c) At any time that the Pledgor desires that Collateral or any of its sub-agents hereunder. As used Residual Securities be released as provided in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding foregoing Section 19(a) or (and all Loans have been repaid in fullb), all Letters it shall deliver to the Pledgee a certificate signed by its chief financial officer stating that the release of Credit have been terminated the respective Collateral or Cash Collateralized Residual Securities is permitted pursuant to Section 19(a) or (b), as the Credit Agreement and all Obligations then outstanding case may be. Upon any release of Collateral pursuant to Section 19(a) or (other than contingent indemnities described in Section 12.4 b), none of the Credit Agreement with respect to which no claim has been asserted) Secured Creditors shall have been irrevocably paid any continuing right or interest in full in cashsuch Collateral, or the proceeds thereof.

Termination; Release. (a) On the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the date upon which the Total Revolving Commitment and all Interest Rate Agreements have been terminated, no Revolving Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters or Letter of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then is outstanding (other than contingent 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 Lender in its sole and absolute discretion) and all other Obligations (other than any indemnities described in Section 12.4 8.1 hereof and in Section 12.13 of the Credit Agreement with respect to which no claim has been assertedare not then due and payable) have been irrevocably indefeasibly paid in full in cashfull.

Termination; Release. (a) On the Termination Date (as defined below), this Agreement and the pledge and security interest created hereby granted hereunder, shall automatically terminate and all rights to the Collateral shall revert to the applicable Pledgor (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of the respective any Pledgor, will execute and deliver to such Pledgor a proper instrument Instrument or instruments Instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments termination statements and instruments Instruments of satisfaction, discharge and/or reconveyance) ), and will duly assign, transfer and deliver to such Pledgor (without recourse recourse, and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its 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 Total Commitment Commitments shall have been terminatedterminated in full, no Note Loans or Notes under the Credit Agreement is outstanding (shall be outstanding, and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized Obligations (other than Obligations pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been assertedSpecified Swap Agreements) shall have been irrevocably paid in full and in cash.

Termination; Release. (a) On After the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 9.1 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the earlier to occur of (x) the date upon which (i) the Total Commitment Non-Senior [Subordinated] Secured Notes Obligations Termination Date shall have been terminatedoccurred and (ii) if (but only if) an Event of Default under, no Note under and as defined in, the Credit Agreement is outstanding (and all Loans have been repaid in full)Senior [Subordinated] Secured Notes Indenture exists on the Non-Senior [Subordinated] Secured Notes Obligations Termination Date, all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Senior [Subordinated] Secured Notes Obligations then outstanding (other than contingent those arising from indemnities described in Section 12.4 of the Credit Agreement with respect to for which no claim has been assertedmade) then owing have been irrevocably indefeasibly paid in full (or defeased in cashaccordance with the terms of the Senior [Subordinated] Secured Notes Indenture) and (y) that date upon which the Required Secured Creditors shall have released all of the Collateral pledged hereunder in accordance with the requirements of Section 11.8(b) or (c) below.

Termination; Release. (a) On the Termination Date (as defined below)Date, this Agreement and the security interest created granted hereby shall automatically terminate and be released without the 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 the respective Pledgor, will promptly (and the Secured Creditors hereby authorize the Pledgee to) execute and file or deliver to such Pledgor 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 (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor the applicable Pledgors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment Commitments under the Credit Agreement have been terminated, no Note under the Credit Agreement is outstanding (and all Loans thereunder have been repaid in full), all Letters of Credit issued under the Credit Agreement have been terminated or Cash Collateralized pursuant otherwise addressed in a manner reasonably acceptable to the Credit Agreement Administrative Agent or the applicable Issuing Bank(s) and all other Obligations then outstanding (other than Obligations in respect of (x) any Swap Agreements, Bank Product Agreements or Designated Foreign Facility Agreements and (y) contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been assertedreimbursement and indemnification obligations not yet accrued and payable) then due and payable have been irrevocably paid in full in cashfull.

Termination; Release. (a) On This Agreement, the Termination Date (as defined below)Guarantees, this Agreement and the security interest created interests granted hereby shall automatically terminate (provided that when all indemnities set forth in 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 (including, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment Secured Obligations have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably indefeasibly paid in full in cash, or if applicable, the Guaranteed Obligations have been fulfilled, and the Lenders have no further commitment to lend under the Credit Agreement, the Letter of Credit Liability has been reduced to zero and the Issuing Lender has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Pledgor shall automatically be released from its obligations hereunder and under Section 6 of the Credit Agreement and the security interests in the Pledged Collateral owned or held by such Pledgor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Pledgor ceases to be a Subsidiary of the Borrower; provided that the Creditors shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Pledgor of any Pledged Collateral that is permitted under the Credit Agreement to any Person that is not Parent or a Subsidiary or, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Pledged Collateral pursuant to Section 12.04 of the Credit Agreement, the security interest in such Pledged Collateral granted hereunder shall be automatically released. (d) In connection with any termination or release pursuant to this Section 21, the Administrative Agent shall execute and deliver to the applicable Pledgor, at such Pledgor's expense, all documents that such Pledgor shall reasonably request to evidence such termination or release.

Termination; Release. (a) On it is expressly acknowledged and agreed that the Termination Date Liens and security interests granted under this Agreement for the benefit of the Senior Creditor (i) 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 (the "SENIOR LIEN TERMINATION DATE"). Upon any release of the type described in the immediately preceding sentence, the Pledgee shall, at the request and 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 (without recourse and without any representation or warranty) the Collateral being released as defined below)described above. (b) Following the date on which all Obligations have been paid in full and all Financing Documents shall have terminated, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive any such termination)terminate, and the Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cash.

Termination; Release. (a) On It is expressly acknowledged and agreed that the Termination Date Liens and security interests granted under this Agreement for the benefit of the Senior Creditor (i) 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 (the "SENIOR LIEN TERMINATION DATE"). Upon any release of the type described in the immediately preceding sentence, the Pledgee shall, at the request and 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 (without recourse and without any representation or warranty) the Collateral being released as defined below)described above. (b) Following the date on which all Obligations have been paid in full and all Financing Documents shall have terminated, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive any such termination)terminate, and the Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cash.

Termination; Release. (a) On the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments termination statements and instruments of satisfaction, discharge and/or reconveyance) ), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderhereunder 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) hereof or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv) hereof. As used in this Agreement, “"Termination Date” " shall mean the date upon which the Total Commitment and all Interest Rate Agreements have been terminated, no Letter of Credit or Note under the Credit Agreement is outstanding (and all Loans have been repaid paid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement terminated, and all other Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) due and payable have been irrevocably paid in full in cashfull.

Termination; Release. (a) On the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderhereunder 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, “"Termination Date” " shall mean the date upon which the Total Commitment Commitments under the Credit Agreement have been terminated and all Secured Hedging Agreements entitled to the benefits of this Agreement have been terminated, no Note under the Note, Loan or Letter of Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all other Obligations then outstanding (other than contingent indemnities described in Section 12.4 11 hereof and described in Section 10.3 of the Credit Agreement with respect to Agreement, and any other indemnities set forth in any other Collateral Documents, in each case which no claim has been assertedare not then due and payable) then due and payable have been irrevocably paid in full in cash.

Termination; Release. (a) On After the Termination Date (as defined below)Date, this Agreement and the security interest interests created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof 10 of this Agreement shall survive any such termination), and the Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys monies at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the date upon which the Total Commitment have been terminated, no Note Lender's commitment to lend under the Credit Agreement is outstanding (and has been terminated, all Loans thereunder have been repaid in full), full and all Letters of Credit other Obligations have been terminated or Cash Collateralized pursuant to paid in full. (b) In the event that any part of the Collateral is sold in connection with a sale permitted by the Credit Agreement and all Obligations then outstanding Documents (other than contingent indemnities described a sale to the Pledgor or any Subsidiary thereof) or is otherwise released with the consent of the Lender and the proceeds of such sale or sales or from such release are applied in Section 12.4 accordance with the provisions of the Credit Agreement with respect Agreement, to the extent required to be so applied, the Pledgee, at the request and expense of the Pledgor, will duly assign, transfer and deliver to the Pledgor (without recourse and without any representation or warranty) such 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 this Agreement. (c) At any time that the Pledgor desires that the Pledgee assign, transfer and deliver Collateral (and releases therefor) as provided in Section 19(a) or (b) of this Agreement, it shall deliver to the Pledgee a certificate signed by a principal executive officer of the Pledgor stating that the release of the respective Collateral is permitted pursuant to such Section 19(a) or (b). (d) The Pledgee shall have no liability whatsoever to the Lender as the result of any release of Collateral by it in accordance with, or which no claim has been asserted) have been irrevocably paid it in full good faith believes is in cashaccordance with, this Section 19.

Termination; Release. (a) On the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderhereunder 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, “"Termination Date” " shall mean the date upon which the Total Commitment Commitments under the Credit Agreement have been terminated and all Secured Hedging Agreements entitled to the benefits of this Agreement have been terminated, no Note under the Note, Loan or Letter of Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all other Obligations then outstanding (other than contingent indemnities described in Section 12.4 11 hereof and described in Section 10.3 of the Credit Agreement with respect to Agreement, and any other indemnities set forth in any other Collateral Documents, in each case which no claim has been assertedare not then due and payable) then due and payable have been irrevocably paid in full in cash.

Termination; Release. (a) On the Termination Date (as defined below)Date, this Agreement and the security interest created interests granted hereby shall automatically terminate and be released without the requirement for any further action by any Person (provided that all indemnities set forth herein including, without limitation, in Section 11 7.1 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the reasonable request and expense of the respective PledgorGrantor, will promptly (and the Secured Creditors hereby authorize the Collateral Agent to) execute and file or deliver to such Pledgor 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 (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor the applicable Grantors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment Commitments under the Credit Agreement have been terminated, no Note under the Credit Agreement is outstanding (and all Loans thereunder have been repaid in full), all Letters of Credit issued under the Credit Agreement have been terminated or Cash Collateralized pursuant otherwise addressed in a manner reasonably acceptable to the Credit Agreement Administrative Agent or the applicable Issuing Bank(s) and all other Credit Document Obligations then outstanding (other than Obligations in respect of (x) any Swap Agreements, Bank Product Agreements or Designated Foreign Facility Agreements and (y) contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been assertedreimbursement and indemnification obligations not yet accrued and payable) then due and payable have been irrevocably paid in full in cashfull.

Termination; Release. (a) On the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments termination statements and instruments of satisfaction, discharge and/or reconveyance) ), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderhereunder 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, “Termination Date” shall mean the date upon which the Total Commitment Commitments have been terminated, no Second-Lien Loan Note under the Credit Agreement is outstanding (and all Second-Lien Loans have been repaid paid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all other Obligations then outstanding (other than contingent indemnities described indemnitees provided for in Section 12.4 of the Credit Agreement with respect to Documents for which no claim has been assertedmade) have been irrevocably paid in full in cashfull.

Termination; Release. (a) On After the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 9 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 (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Revolving Credit Commitment have has been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid other Credit Document Obligations (excluding normal continuing indemnity obligations which survive in full)accordance with their terms, all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement so long as no amounts are then due and all Obligations then outstanding (other than contingent indemnities described payable in Section 12.4 of the Credit Agreement with respect to which no claim has been assertedthereof) have been irrevocably indefeasibly paid in full full, (ii) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement and (iii) the date on which the Indenture no longer requires equal and ratable security or the 6-3/4% Notes have been paid in cashfull.

Termination; Release. (a) On the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments termination statements and instruments of satisfaction, discharge and/or reconveyance) ), and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderhereunder 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, “"Termination Date” " shall mean the date upon which the Total Commitment Commitments and all Interest Rate Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid paid in full), ) and all Letters of Credit other Obligations then due and payable have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cashfull.

Termination; Release. (a) On the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments termination statements and instruments of satisfaction, discharge and/or reconveyance) ), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderhereunder 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, “"Termination Date” " shall mean the date upon which the Total Commitment Revolving Commitments and all Interest Rate Agreements have been terminated, no Letter of Credit or Note under the Credit Agreement is outstanding (and all Revolving Loans have been repaid paid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement terminated, and all other Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) due and payable have been irrevocably paid in full in cashfull.

Termination; Release. (a) On After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the date upon which the Total Revolving Loan Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full)Note, all Letters Loan or Letter of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then is outstanding (other than contingent 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 in its sole and absolute discretion) and all other Obligations (other than any indemnities described in Section 12.4 8.1 hereof, in the other Credit Documents and in Section 12.13 of the Credit Agreement with respect to which no claim has been assertedare not then due and payable) have been irrevocably paid in full in cashfull.

Termination; Release. (a) On After the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 9 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 (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Revolving Credit Commitment have has been terminated, no Note under the Credit Agreement Agreements is outstanding (and all Loans have been repaid other Credit Document Obligations (excluding normal continuing indemnity obligations which survive in full)accordance with their terms, all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement so long as no amounts are then due and all Obligations then outstanding (other than contingent indemnities described payable in Section 12.4 of the Credit Agreement with respect to which no claim has been assertedthereof) have been irrevocably indefeasibly paid in full full, (ii) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement and (iii) the date on which the Indenture no longer requires equal and ratable security or the 6 3/4% Notes have been paid in cashfull.

Termination; Release. (a) On the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments 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 in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderhereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment Loan Agreement shall have been terminated, terminated and no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cash), and all other Obligations (other than indemnities described in Section 11 hereof and described in Section 13.01 of the Loan Agreement, in each case which are not then due and payable) then due and payable have been paid in full.

Termination; Release. (a) On After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 12 hereof shall survive any such termination), and the Pledgee, at the request and expense of the respective any Pledgor, will as promptly as practicable execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or delivered released pursuant to this AgreementAgreement or any other Loan Document, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys monies at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which (i) the Term Commitment and the Total Commitment Revolving Commitments under the Credit Agreement have been terminated, (ii) all Bank Product Agreements applicable to the Loans (and/or the Commitments) entered into with any Bank Product Providers have been terminated, (iii) no Note under the Credit Agreement is outstanding outstanding, (and iv) all Loans thereunder have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement full and (v) all Obligations then outstanding due and payable (other than contingent indemnities described in Section 12.4 12 hereof and described in Section 11.03 of the Credit Agreement with respect to Agreement, and any other indemnities set forth in any other Secured Debt Agreements, in each case which no claim has been assertedare not then due and payable) have been irrevocably indefeasibly paid in full in cashfull.

Termination; Release. (a) On This Security Agreement, the Termination Date 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 terminate with respect to all Secured Obligations when (i) the 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 indefeasibly paid in full in cash, (iii) all Canadian Letters of Credit (as defined below)in the Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, this Agreement (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 security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive any such termination)Administrative Agent, and (iv) all Unreimbursed Amounts shall have been indefeasibly paid in full in cash, provided, however, that in connection with the Pledgeetermination of this Security Agreement, at 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) The Collateral shall be released from the Lien of this Security Agreement in accordance with the provisions of the Credit Agreement. Upon termination hereof or any release of Collateral in accordance with the provisions of the Credit Agreement, the Agent shall, upon the request and at the sole cost and expense of the respective PledgorGrantor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (Grantor, against receipt and without recourse and without any representation to or warranty) 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 has may be in possession of the Agent and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement 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 no claim has been assertedthe Collateral Agent in good faith believes to be permitted) have been irrevocably paid in full in cashby this SECTION 9.5.

Termination; Release. (al) On the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth in 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 (including, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment Commitments have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement or otherwise in a manner reasonably acceptable to the applicable Facing Agent and all other Loan Document Obligations then outstanding (other than contingent indemnities described in Section 4.7 or Section 12.4 of in the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cash.

Termination; Release. (a) On After the Termination Date (as defined below), without any action on the part of any Secured Creditor, this Agreement shall terminate and the security interest created hereby shall automatically terminate be of no further force or effect (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral of such Pledgor as may be in the possession of the Pledgee and has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the first to occur of (i) that date upon which the Total Commitment and all Interest Rate Protection or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full)outstanding, all Letters of Credit have been terminated and all other Credit Agreement 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) then owing by the Pledgors have been paid in full, (ii) that date upon which the Collateral is automatically released pursuant to the first sentence 15 15 of Section 26 of Part I of the Fifth Amendment to Credit Agreement or Cash Collateralized the Administrative Agent directs the Pledgee to release the Collateral pursuant to the second sentence of Section 26 of Part I of the Fifth Amendment to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of iii) that date upon which the Credit Agreement with respect Documents are amended to which no claim has been asserted) have been irrevocably paid in full in cashrelease all Collateral subject to this Agreement.

Termination; Release. (a) On the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments 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 the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment Commitments under the Senior Finance Documents have been terminated, no Note under Documentary Credit (as defined in the Credit Agreement Relevant Facilities Agreement) is outstanding (and all Loans Advances have been repaid paid in full), all Letters of Credit Documentary Credits have been terminated or Cash Collateralized pursuant to the Credit Agreement terminated, and all other Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to Senior Finance Documents which no claim has been assertedare not then due and payable) then due and payable have been irrevocably paid in full in cashfull.

Termination; Release. (a) On After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.01 hereof shall survive any such termination), and the PledgeeAssignee, at the request and expense of the respective Pledgorany Assignor, will as promptly as practicable execute and deliver to such Pledgor Assignor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or delivered released pursuant to this AgreementAgreement or any other Credit Document, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys monies at the time held by the Pledgee Assignee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment under the Credit Agreement has been terminated and all Interest Rate Protection Agreements applicable to Loans (and/or the Commitments) entered into with any Other Creditors have been terminated, no Note under the Credit Agreement is outstanding (and all Loans thereunder have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement full and all Secured Obligations then outstanding due and payable (other than contingent indemnities described in Section 12.4 8.01 hereof and described in Section 11.01 of the Credit Agreement with respect to Agreement, and any other indemnities set forth in any other Secured Debt Agreement, in each case which no claim has been assertedare not then due and payable) have been irrevocably indefeasibly paid in full in cashfull.

Termination; Release. (a) On After the Termination Date (as defined below)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, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive any such termination)terminate, and the PledgeeCollateral Agent, at the request and expense of the respective Pledgorrelevant Assignor, will execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement. (b) 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, together with any undated stockthe Collateral Agent shall, partnership or membership powers with respect thereto and together with any moneys at the time held request of the Assignors, release any or all of the Collateral, provided that (x) such release is permitted by the Pledgee or any terms of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement (it being agreed for such purposes that a release will be deemed "permitted by the terms of the Credit Agreement" if the proposed transaction is outstanding (and all Loans have permitted by Section 8.02 of the Credit Agreement) or otherwise has been repaid approved in full)writing by the Required Banks or, to the extent required by Section 12.12 of the Credit Agreement, all Letters of Credit have been terminated or Cash Collateralized the Banks and (y) the proceeds of such Collateral are applied as required pursuant to the Credit Agreement and all Obligations then outstanding or any consent or waiver with respect thereto. (other than contingent indemnities described in c) 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 12.4 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 Credit Agreement with respect respective Collateral is permitted pursuant to which 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 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 Collateral as is then being (or has been) so sold or otherwise disposed of and as may be in the possession of the Collateral Agent and has not theretofore been released pursuant to this Agreement. The Collateral Agent shall have no claim has been asserted) have been irrevocably paid in full in cashliability whatsoever to any Secured Creditor as the result of any release of Collateral by it as permitted by this Section 10.

Termination; Release. (a) On the Termination Date (as defined below)Date, this Agreement shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the security interest created hereby Collateral shall automatically terminate revert to the Grantors (provided that all indemnities set forth herein including, without limitation in Section 11 hereof 8.1 hereof, shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorGrantor, will promptly execute and deliver to such Pledgor Grantor a proper instrument or instruments (including, without limitation, UCC termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor Grantor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment Aggregate Commitments under the Credit Agreement have been terminatedterminated and all Obligations have been paid in full, no Note under the Credit Agreement is outstanding (and all Revolving Loans and LC Disbursements thereunder have been repaid in full), full and all Letters of Credit have been expired or otherwise terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than (x) contingent indemnities described in indemnification obligations, (y) Letters of Credit which have been Cash Collateralized or backstopped on terms reasonably satisfactory to the Administrative Agent and (z) obligations and liabilities under any agreement governing the Secured Bank Product Obligations not then due and payable pursuant to Section 12.4 11.11 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cashAgreement).

Termination; Release. (a) On After the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 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 the Pledgor all such proper instruments as Pledgor a proper instrument or instruments may reasonably request acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys monies at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” "TERMINATION DATE" shall mean the earlier of (i) the first date occurring after December 31, 1998 on which Borrower's Most Recent Ratio of Consolidated Debt to Consolidated EBITDA as of the end of any two consecutive fiscal quarters is less than 2.25 to 1.0 or (ii) the date upon which the Total Revolving Loan Commitment and all Interest Rate Agreement or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) owing have been irrevocably paid in full in cashfull.

Termination; Release. (a) On After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 12 hereof shall survive any such terminationtermin­ation), and the Pledgee, at the request and expense of the respective any Pledgor, will as promptly as practicable execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or delivered released pursuant to this AgreementAgreement or any other Loan Document, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys monies at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which (i) the Total Commitment Commitments under the Credit Agreement have been terminated, (ii) all Bank Product Agreements applicable to the Loans (and/or the Commitments) entered into with any Bank Product Providers have been terminated, (iii) no Note under the Credit Agreement is outstanding outstanding, (and iv) all Loans thereunder have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement full and (v) all Obligations then outstanding due and payable (other than contingent indemnities described in Section 12.4 12 hereof and described in Section 11.03 of the Credit Agreement with respect to Agreement, and any other indemnities set forth in any other Secured Debt Agreements, in each case which no claim has been assertedare not then due and payable) have been irrevocably indefeasibly paid in full in cashfull.

Termination; Release. (a) On After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys monies at the time held by the Pledgee or any of its sub-agents hereunderhereunder and, with respect to any Collateral consisting of an Uncertificated Security or a Limited Liability Company Interest (other than an Uncertificated Security or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the date upon which all Commitments under the Total Commitment Credit Agreement have been terminated, no Note under the Credit Agreement is outstanding (and all Loans thereunder have been repaid in full)full in accordance with the terms thereof, all Letters of Credit have been terminated or Cash Collateralized pursuant to issued under the Credit Agreement have been terminated, and all other Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) due and payable have been irrevocably paid in full in cashcash in accordance with the terms thereof.

Termination; Release. (a) On After the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 Article VIII hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will execute and deliver to such Pledgor Assignor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingas provided above, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents Collateral Agent hereunder. As used in this Agreement, “(i) "CA Termination Date” " shall mean the date upon which the Total Commitment have has been terminated, no Letter of Credit or Note under the Credit Agreement is outstanding (and all Loans other Credit Document Obligations have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cashcash (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 arising from indemnities for which no request for payment has been made).

Termination; Release. (a) On After the Termination Date (as defined below)Date, this Agreement and the security interest interests created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof Article VIII hereof, shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral of such Assignor as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the date upon which no obligations remain pursuant to the Total Commitment HET/JCC Agreement or any other Minimum Payment Guaranty Documents and all Minimum Payment Guaranties have been terminated, the total commitments under the Credit Agreement have been terminated, all Interest Rate Protection Agreements and Minimum Payment Guaranties have been terminated, no Note under the Credit Agreement is outstanding (and all Loans thereunder have been repaid in full), all Letters letters of Credit have been terminated or Cash Collateralized pursuant to credit issued under the Credit Agreement have been terminated, no Senior Subordinated Notes or Senior Subordinated Contingent Notes are outstanding and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) owing have been irrevocably paid in full in cashfull.

Termination; Release. (a) On Upon the occurrence of the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically and without further action, as to all Grantors, terminate and have no further force and effect, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors (provided that all indemnities set forth in Section 11 hereof the Credit Agreement with respect to this Agreement shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorGrantor, will promptly execute and deliver to such Pledgor Grantor a proper instrument or instruments acknowledging (including, without limitation, (i) UCC termination statements on form UCC-3 and (ii) a notice of termination for each lien notice filed with the PTO and USCO) to terminate the perfection of the security interests granted pursuant to this Agreement and other notices of Liens and acknowledge the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer return to Holdings for the benefit of Holdings and deliver to such Pledgor each of its direct and indirect Domestic Subsidiaries (without recourse and without any representation or warranty) such all of the Collateral as in the possession of the Collateral Agent that has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note Commitments under the Credit Agreement is outstanding (have been terminated and all Loans Credit Document Obligations have been repaid paid in full), full and all Letters of Credit have been expired or otherwise terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of (x) any indemnification obligations arising under the Credit Agreement with respect to Documents which no claim has been assertedare not then due and payable, (y) Letters of Credit which have been irrevocably paid in full in cashCash Collateralized or backstopped on terms reasonably satisfactory to the Collateral Agent and the applicable Issuing Bank or Ancillary Lender and (z) for the avoidance of doubt, liabilities under Designated Hedging Agreements and Designated Treasury Services Agreements).

Termination; Release. (a) On the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation in Section 11 hereof 6.1 hereof, shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Revolving Loan Commitment have been terminated, no Note under the Credit Agreement is outstanding (and has been terminated, all Loans and Unpaid Drawings have been repaid paid in full), all Letters of Credit have been terminated (or Cash Collateralized have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the 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 least 102% of the aggregate Stated Amount of all Letters of Credit Agreement outstanding at such time)), and all other Credit Document Obligations then outstanding (other than indemnities and other contingent indemnities described in Section 12.4 of payment obligations under the Credit Agreement with respect to Documents which no claim has been assertedare not then due and payable) then due and payable have been irrevocably paid in full in cashfull.

Termination; Release. (a) On This Security Agreement, the Termination Date 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 terminate with respect to all Secured Obligations when (i) the 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 indefeasibly paid in full in cash, (iii) all Canadian Letters of Credit (as defined below)in the Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, this Agreement (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 security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive any such termination)Administrative Agent, and (iv) all Unreimbursed Amounts shall have been indefeasibly paid in full in cash, provided, however, that in connection with the Pledgeetermination of this Security Agreement, at 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) The Collateral shall be released from the Lien of this Security Agreement in accordance with the provisions of the Credit Agreement. Upon termination hereof or any release of Collateral in accordance with the provisions of the Credit Agreement, the Agent shall, upon the request and at the sole cost and expense of the respective PledgorGrantor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (Grantor, against receipt and without recourse and without any representation to or warranty) 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 has may be in possession of the Agent and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement 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 no claim has been assertedthe Agent in good faith believes to be permitted) have been irrevocably paid in full in cashby this SECTION 9.5.

Termination; Release. (a) On This Security Agreement, the Termination Date Lien in favor of the Lender and all other security interests granted hereby shall terminate with respect to all Secured Obligations when (i) the Term Loan Commitment shall have expired or been terminated and (ii) the principal of and interest on the Term Loan and all fees and other Secured Obligations shall have been paid in full (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth such term is construed in Section 11 1.02(b) of the Credit Agreement). (b) The Collateral shall be released from the Lien of this Security Agreement in accordance with the provisions of the Term Loan Agreement. Upon termination hereof shall survive or any such termination)release of Collateral in accordance with the provisions of the Term Loan Agreement, the Lender shall, upon the request and the Pledgee, at the request sole cost and expense of the respective PledgorGrantor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (the Grantor, against receipt and without recourse and without any representation to or warranty) warranty by the Lender, 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 has may be in possession of the Lender and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement terms hereof, and, with respect to which no claim has been assertedany other Collateral, proper documents and instruments (including UCC‑3 termination statements or releases) have been irrevocably paid acknowledging the termination hereof or the release of such Collateral, as the case may be. (c) At any time that the Grantor desires that the Lender take any action described in full in cashclause (b) of this SECTION 6.5, 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 6.5.

Termination; Release. (a) On the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation in Section 11 hereof 6.1 hereof, shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorGrantor, will promptly execute and deliver to such Pledgor Grantor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor Grantor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the date upon which all of the Total Commitment Commitments under the Credit Agreement have been terminated and no further Commitments may be provided pursuant thereto and all Interest Rate Protection/Currency Exchange Agreements entered into with any Other Creditor have been terminated, no Note under promissory notes issued pursuant to the Credit Agreement is outstanding (and are outstanding, all Loans thereunder have been repaid in full), all Letters of Credit issued under the Credit Agreement have been terminated, all Treasury Services have been terminated or Cash Collateralized pursuant to and all outstanding obligations thereunder and under the Credit Treasury Service Agreement have been repaid in full and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) due and payable have been irrevocably paid in full in cashfull.

Termination; Release. (a) On When all of the Termination Date (as defined below), Secured Obligations have been indefeasibly paid in full this Agreement shall terminate and the security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of the respective Pledgor, Collateral Trustee will execute and deliver to such Pledgor a the respective Grantors, at the expense of the Grantors, the proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse the Grantors, at the expense of the Grantors and without any recourse, representation or warranty) 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 sold or otherwise disposed of, applied or delivered pursuant released PROVIDED, HOWEVER, if no default or Event of Default exists, the Company and each Subsidiary Grantor'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 the Indenture and the Collateral Trustee will execute and deliver to this Agreement, together with the respective Grantors the proper instruments acknowledging the termination of such Lien. Upon the release of any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized Collateral pursuant to the Credit Agreement 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 limitation, any Pledged Stock and any and all Obligations then outstanding (other than contingent indemnities described instruments of transfer or assignments in Section 12.4 of the Credit Agreement blank with respect to which no claim has been asserted) have been irrevocably paid in full in cashthereto.

Termination; Release. (a) On After the Lien Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof herein shall survive any such termination), and the PledgeeCollateral Agent, at the request and expense of the respective Pledgorrelevant Grantor, will execute and deliver to such Pledgor a proper Grantor such instrument or instruments (including Uniform Commercial Code termination statements on Form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingas reasonably requested by such Grantor, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor Grantor (without recourse and without any representation or warranty) such of the Security Agreement Collateral as may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Lien Termination Date” shall mean the date upon which the Total Commitment (i) all Obligations (other than indemnities for which no request for payment has been made) have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid indefeasibly paid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding other Loan Documents and all Letters of Credit and commitments thereunder have been terminated, all Interest Rate Protection Agreements have been terminated, and the obligations of the Grantors under the Mission Guaranty have been terminated or (other than contingent indemnities described in ii) the Collateral Agent and, to the extent required by Section 12.4 11.01(a)(vii) of the Credit Agreement, each of the Banks shall have released all of the Security Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cashCollateral.

Termination; Release. (a) On Immediately after the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments 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 in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the date upon which the Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note under (as defined in the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters Agreement) or Letter of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then is outstanding (other than contingent 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 in its sole and absolute discretion) and all other Obligations (other than indemnities described in Section 12.4 11 hereof and in Section 12.13 of the Credit Agreement with respect to which no claim has been assertedare not then due and payable) have been irrevocably paid in full in cashfull.

Termination; Release. (a) On After the Termination Date (as defined below)Date, this -------------------- Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 6.1 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the date upon which the Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters or Letter of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then is outstanding (other than contingent 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 in its sole and absolute discretion) and all other Obligations (other than any indemnities described in Section 12.4 6.1 hereof and in Section 14.01 of the Credit Agreement with respect to which no claim has been assertedare not then due and payable) have been irrevocably paid in full in cashfull.

Termination; Release. (a) On the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 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 the Pledgor a proper instrument Instrument or instruments Instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments termination statements and instruments Instruments of satisfaction, discharge and/or reconveyance) ), and will duly assign, transfer and deliver to such the Pledgor (without recourse recourse, and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder, 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, “Termination Date” the term "TERMINATION DATE" shall mean the date upon which all of the Total Commitment Commitments have been terminated, terminated and no Note under the Letters of Credit Agreement is are outstanding (and all Revolving Loans have been repaid paid in full), full and all Letters of Credit other Obligations have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding paid in full (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to any indemnity, not then due and payable, which no claim has been asserted) have been irrevocably paid in full in cashby its terms shall survive such termination and payment).

Termination; Release. (a1) On After the Termination Date (as defined below)Date, this Agreement shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the security interest created hereby Collateral shall automatically terminate revert to the Obligor (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof 9.1 hereof, shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorObligor, will promptly execute and deliver to such Pledgor the Obligor a proper instrument or instruments (including PPSA discharge statements) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor the Obligor (without recourse and without any representation or warranty) such of the Collateral as may be 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 delivered released pursuant to this Agreement, together with . (2) In the event that any undated stock, partnership part of the Collateral is sold or membership powers with respect thereto and together with otherwise disposed of (to a Person other than a Credit Party) (x) at any moneys at time prior to the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated connection with a sale or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in disposition permitted by Section 12.4 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 Other Credit Documents, 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 respect the terms of the Credit Agreement or other Credit Document, as the case maybe, to the extent required to be so applied, the 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 documentation, including termination or partial release statements and the like in connection therewith) and assign, transfer and deliver to the Obligor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or otherwise disposed of, or released, and as may be in the possession of the Collateral Agent and 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 10.9(1) or (2), the Obligor shall 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 (2). If reasonably requested by the Collateral 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 no claim has been assertedthe Collateral Agent believes to be in accordance with) have been irrevocably paid in full in cashthis Section 10.9.

Termination; Release. a) MERGEFORMAT (a) On After the Termination Date (as defined below), without any action on the part of any Secured Creditor, this Agreement shall terminate and the security interest created hereby shall automatically terminate be of no further force or effect (provided that all indemnities set forth herein including, without limitation, in Section 11 10.6 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will execute and deliver to such Pledgor the Assignor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor the Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents Collateral Agent hereunder. As used in this Agreement, “"Termination Date” " shall mean the first to occur of (i) that date upon which the Total Commitment and all Interest Rate Protection or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full)outstanding, all Letters of Credit have been terminated and all other Credit Agreement 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) then owing by the Assignor have been paid in full, (ii) that date upon which the Collateral is automatically released pursuant to the first sentence of Section 26 of Part I of the Fifth Amendment to Credit Agreement or Cash Collateralized the Administrative Agent directs the Collateral Agent to release the Collateral pursuant to the second sentence of Section 26 of Part I of the Fifth Amendment to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of iii) that date upon which the Credit Agreement with respect Documents are amended to which no claim has been asserted) have been irrevocably paid in full in cashrelease all Collateral subject to this Agreement.

Termination; Release. (a) On the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments 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 in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment Commitments under the Senior Finance Documents have been terminated, no Note under Documentary Credit (as defined in the Credit Agreement Relevant Facilities Agreement) is outstanding (and all Loans Advances have been repaid paid in full), all Letters of Credit Documentary Credits have been terminated or Cash Collateralized pursuant to the Credit Agreement terminated, and all other Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to Senior Finance Documents which no claim has been assertedare not then due and payable) then due and payable have been irrevocably paid in full in cashfull.

Termination; Release. (a) On After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation in Section 11 hereof 8.1 hereof, shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including UCC termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which both (A) the Total Commitment have under the Credit Agreement has been terminated, no Note under the Credit Agreement is outstanding (and all Loans thereunder have been repaid in full), all Letters of Credit issued under the Credit Agreement have been terminated or Cash Collateralized pursuant to the Credit Agreement and all other Credit Document Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) due and payable have been irrevocably paid in full and (B) unless the respective Interest Rate Protection Agreements and Other Hedging Agreements specifically provide otherwise, all Interest Rate Protection Agreements and Other Hedging Agreements entered into with any Other Creditor have been terminated and all Other Obligations then due and payable have been paid in cashfull.

Termination; Release. (a) On After the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in 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 (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or delivered pursuant to this Agreementmay be in the possession of the Pledgee, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderif any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitment Commitments have been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no Note under amounts are then due and payable in respect thereof, and (y) 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 Release Date as defined in Section 6.14(d) of the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and all Obligations then outstanding the applicable provisions hereof), (other than contingent indemnities described iii) the date upon which the Collateral Agent releases the Collateral in Section 12.4 of accordance with the Credit Agreement with respect and (iv) the date upon which the Loan Documents are amended to which no claim has been asserted) have been irrevocably paid in full in cashrelease all Collateral subject to this Agreement.

Termination; Release. This Agreement shall 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 (aif any) On on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification obligations that, pursuant to the Termination Date provisions of the Credit Agreement of the Security Documents, survive the termination thereof) and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full. Upon termination hereof, the security interests granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the applicable Pledgor or to such other person as may be entitled thereto pursuant to any Order or other applicable Legal Requirement. Upon termination hereof or any release of Pledged Collateral in accordance with the provisions of the Credit Agreement, the Collateral Agent shall promptly (as defined belowand in any event within 10 Business Days), this Agreement upon the written request and the security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive any such termination), and the Pledgee, at the request sole cost and expense of the respective PledgorPledgors, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (the Pledgors, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent except that the Collateral Agent has not assigned or otherwise transferred its security interest in the Pledged Collateral, such of the Pledged Collateral to be released (in the case of a release) as has may be in possession or control of the Collateral Agent and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement terms hereof, and, with respect to which no claim has been assertedany other Pledged Collateral, proper documents and instruments (including UCC-3 termination statements or releases) have been irrevocably paid in full in cashacknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

Termination; Release. (a) On the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section SECTION 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of the respective any Pledgor, will execute and deliver to such Pledgor a proper instrument Instrument or instruments Instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments termination statements and instruments Instruments of satisfaction, discharge and/or reconveyance) ), and will duly assign, transfer and deliver to such Pledgor (without recourse recourse, and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its 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, “Termination Date” the term "TERMINATION DATE" shall mean the date upon which all of the Total Commitment Commitments, the Letter of Credit Commitment, the Letters of Credit and all Interest Rate Protection Agreements shall have been terminatedterminated in full, no Note under the Credit Agreement is Notes are outstanding (and all Loans shall have been repaid paid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full and in cash.

Termination; Release. (a) On After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 12 hereof shall survive any such termination), and the Pledgee, at the request and expense of the respective any Pledgor, will as promptly as practicable execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or delivered released pursuant to this AgreementAgreement or any other Credit Document, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys monies at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which (i) the Total Commitment Commitments under the Credit Agreement have been terminated, (ii) all Interest Rate Protection Agreements applicable to Loans (and/or the Commitments) entered into with any Other Creditors have been terminated, (iii) no Note under the Credit Agreement is outstanding outstanding, (and iv) all Loans thereunder have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement full and (v) all Obligations then outstanding due and payable (other than contingent indemnities described in Section 12.4 12 hereof and described in Section 11.01 of the Credit Agreement with respect to Agreement, and any other indemnities set forth in any other Secured Debt Agreements, in each case which no claim has been assertedare not then due and payable) have been irrevocably indefeasibly paid in full in cashfull.

Termination; Release. (a) On When all of the Termination Date (as defined below), Secured Obligations have been indefeasibly paid in full this Agreement shall terminate and the security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of the respective Pledgor, Collateral Trustee will execute and deliver to such Pledgor a the respective Grantors, upon the direction of the Trustee and at the expense of the Grantors, the proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse the Grantors, at the expense of the Grantors and without any recourse, representation or warranty) 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 sold or otherwise disposed of, applied or delivered pursuant to this Agreementreleased PROVIDED, together HOWEVER, if no default or Event of Default exists, the Company and each Grantor'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 any undated stockSection 3.05(c) or 3.06(b) of the Indenture and, partnership or membership powers with respect thereto upon the direction of the Trustee and together with any moneys at the time held by expense of the Pledgee or Grantors, the Collateral Trustee will execute and deliver to the respective Grantors the proper instruments acknowledging the termination of such Lien. Upon the release of any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized Collateral pursuant to the Credit Agreement 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 limitation, any Pledged Stock and any and all Obligations then outstanding (other than contingent indemnities described instruments of transfer or assignments in Section 12.4 of the Credit Agreement blank with respect to which no claim has been asserted) have been irrevocably paid in full in cashthereto.

Termination; Release. (a) On the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments termination statements and instruments of satisfaction, discharge and/or reconveyance) ), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderhereunder 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, “"Termination Date” " shall mean the date upon which the Total Commitment Commitments and all Interest Rate Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid paid in full), ) and all Letters of Credit other Obligations then due and payable have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cashfull.

Termination; Release. (a) On After the Termination Date (as defined below), without any action on the part of any Secured Creditor, this Agreement shall terminate and the security interest created hereby shall automatically terminate be of no further force or effect (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the first to occur of (i) that date upon which the Total Commitment and all Interest Rate Protection or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full)outstanding, all Letters of Credit have been terminated and all other Credit Agreement 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) then owing by the Pledgor have been paid in full, (ii) that date upon which the Collateral is automatically released pursuant to the first sentence of Section 26 of Part I of the Fifth Amendment to Credit Agreement or Cash Collateralized the Administrative Agent directs the Pledgee to release the Collateral pursuant to the second sentence of Section 26 of Part I of the Fifth Amendment to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of iii) that date upon which the Credit Agreement with respect Documents are amended to which no claim has been asserted) have been irrevocably paid in full in cashrelease all Collateral subject to this Agreement.

Termination; Release. (a) On After the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments 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 in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the date upon which the Total Aggregate Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note 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 secured in a manner satisfactory to the applicable Issuing Lenders in their sole and absolute discretion) and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all other Obligations then outstanding (other than contingent indemnities described in Section 12.4 11 hereof and in Section 12.05 of the Credit Agreement with respect to which no claim has been assertedare not then due and payable) have been irrevocably paid in full in cashfull.

Termination; Release. (a) On After the Termination Date (as defined below), without any action on the part of any Secured Creditor, this Agreement shall terminate and the security interest created hereby shall automatically terminate be of no further force or effect (provided that all indemnities set forth herein including, without limitation, in Section 11 10.6 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will execute and deliver to such Pledgor Assignor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor the respective Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents Collateral Agent hereunder. As used in this Agreement, “"Termination Date” " shall mean the first to occur of (i) that date upon which the Total Commitment and all Interest Rate Protection or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full)outstanding, all Letters of Credit have been terminated or Cash Collateralized and all other Credit Agreement 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) then owing by such Assignor have been paid in full, (ii) that date upon which the Collateral is automatically released pursuant to the first sentence of Section 26 of Part I of the Fifth Amendment to Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 or the Administrative Agent directs the Collateral Agent to release the Collateral pursuant to the second sentence of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cash.Section

Termination; Release. (a) On After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of the respective any Pledgor, will as promptly as practicable execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or delivered released pursuant to this AgreementAgreement or any other Credit Document, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys monies at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which (i) the Total Commitment Commitments under the Credit Agreement have been terminated, (ii) all Interest Rate Protection Agreements applicable to Loans (and/or the Commitments) entered into with any Other Creditors have been terminated, (iii) no Note under the Credit Agreement is outstanding outstanding, (and iv) all Loans thereunder have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement full and (v) all Obligations then outstanding due and payable (other than contingent indemnities described in Section 12.4 11 hereof and described in Section 11.01 of the Credit Agreement with respect to Agreement, and any other indemnities set forth in any other Secured Debt Agreements, in each case which no claim has been assertedare not then due and payable) have been irrevocably indefeasibly paid in full in cashfull.

Termination; Release. (a) On the Termination Date (as defined -------------------- below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments termination statements and instruments of satisfaction, discharge and/or reconveyance) ), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderhereunder 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, “"Termination Date” " shall mean the date upon which the Total Commitment Commitments and all Hedging Agreements have been terminated, no Letter of Credit or Note under the Credit Agreement is outstanding (and all Loans have been repaid paid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement terminated, and all other Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) due and payable have been irrevocably paid in full in cashfull.

Termination; Release. (a) On This Security Agreement, the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth Lien in 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 (including, without limitation, UCC financing statement amendments 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 favor of the Collateral as has not theretofore been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers Agent (for the benefit of itself and the other Credit Parties) and all other security interests granted hereby shall terminate with respect thereto and together with any moneys at to all Secured Obligations when (i) the time held by the Pledgee Commitments shall have expired or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under (ii) the Credit Agreement is outstanding (principal of and interest on each Loan and all Loans fees and other Secured Obligations shall have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably indefeasibly 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 Issuing Bank and the Administrative Agent; provided, however, that (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 be immediately and automatically 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 Collateral Agent may require such indemnities and cash 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 Secured Obligations that may subsequently be reversed or revoked, (y) any obligations that the Collateral Agent reasonably believes may thereafter arise with respect to the Other Liabilities, and (z) any Secured Obligations that the Collateral Agent reasonably believes may thereafter arise under Section 10.04 of the Credit Agreement.

Termination; Release. (a) On the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of such Pledgor and at the respective Pledgorwritten direction of the Holders of the Notes in accordance with the Second-Lien Note Indenture (upon such direction which the Pledgee shall conclusively rely), will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments 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 in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderhereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “"Termination Date” " shall mean the date upon which the Total Commitment have been terminated, no Note all Second-Lien Notes under the Credit Agreement is outstanding (and all Loans Second-Lien Note Indenture have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement full and all other Obligations then outstanding (other than contingent indemnities described in Section 12.4 11 hereof and described in Sections 3.4, 8.6 and elsewhere of the Credit Agreement with respect to Second-Lien Note Indenture, and any other indemnities set forth in any other Security Documents, in each case which no claim has been assertedare not then due and payable) then due and payable have been irrevocably paid in full in cashfull.

Termination; Release. (a) On the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 13 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments 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 in the possession of the Pledgee or any of its sub‑agents hereunder and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreementhereunder and, “Termination Date” shall mean with respect to any Collateral consisting of an Uncertificated Security issued by a Subsidiary of the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding Company (other than contingent indemnities described in Section 12.4 an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the Credit Agreement with respect agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to which no claim has been assertedSection 3.2(a)(ii) have been irrevocably paid in full in cashor by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2).

Termination; Release. (a) On Immediately after the Termination Date (as defined below)-------------------- Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the date upon which the Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters or Letter of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then is outstanding (other than contingent 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 in its sole and absolute discretion) and all other Obligations (other than any indemnities described in Section 12.4 8.1 hereof and in Section 12.13 of the Credit Agreement with respect to which no claim has been assertedare not then due and payable) have been irrevocably paid in full in cashfull.

Termination; Release. (a) On the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments termination statements and instruments of satisfaction, discharge and/or reconveyance) ), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderhereunder 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) hereof. As used in this Agreement, “"Termination Date” " shall mean the date upon which the Total Commitment Commitments and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Letter of Credit or Note under the Credit Agreement is outstanding (and all Loans have been repaid paid in full), all Letters of Credit have been terminated (or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described cash collateralized in a manner consistent with Section 12.4 4.02(a) of the Credit Agreement with respect to which no claim has been asserted) Agreement), and all other Obligations then due and payable have been irrevocably paid in full in cashfull.

Termination; Release. (a) On the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including in Section 11 hereof 7.1 hereof, shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorGrantor, will promptly execute and deliver to such Pledgor Grantor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3 and releases to be filed and the United States Patent and Trademark Office and the United States Copyright Office) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor Grantor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold in accordance with this Agreement, the other Credit Documents or applicable law, or otherwise applied or delivered released pursuant to this Agreement, together with any undated stockthe other Credit Documents or applicable law; without limiting the foregoing, partnership or membership powers with respect thereto on the Termination Date all security interests and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderliens granted under this Agreement shall automatically and unconditionally terminate. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note Commitments under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to and the Loans, Notes (together with interest thereon), fees and other Credit Agreement and all Document Obligations then outstanding (other than contingent indemnities described in Section 12.4 7.1 hereof and described in Section 13.01 of the Credit Agreement with respect to which no claim has been assertedthat, in either case, are not then due and payable or any other contingent obligation not then due and payable) have been irrevocably paid in full in cashfull.

Termination; Release. (a) On After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this AgreementAgree ment, “"Termination Date” " shall mean the date upon which the Total Aggregate Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note 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 secured in a manner satisfactory to the applicable Issuing Lenders in their sole and absolute discretion) and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all other Obligations then outstanding (other than contingent any indemnities described in Section 12.4 8.1 hereof and in Section 12.05 of the Credit Agreement with respect to which no claim has been assertedare not then due and payable) have been irrevocably paid in full in cashfull.

Termination; Release. (a) On This Guaranty (a) shall terminate when (i) the Termination Date Aggregate Commitments shall have expired or been terminated, (as defined below)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, this Agreement (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 security interest created hereby Administrative Agent, and (iv) all L/C Obligations shall have been paid in full, and (b) shall continue to be effective or be reinstated, as the 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 bankruptcy or reorganization of any Loan Party or otherwise. (b) A Guarantor shall automatically terminate (be released from its obligations hereunder upon the consummation of any transaction not prohibited by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary; provided that all indemnities set forth in Section 11 hereof shall survive any each Lender that is required to consent to such termination), and transaction pursuant to the PledgeeCredit Agreement has consented to such transaction. The Collateral Agent will, at the request and expense of the respective Pledgorsuch Guarantor’s expense, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of Guarantor such documents as such Guarantor may reasonably request to release such Guarantor from its obligations under this Agreement and each other applicable Loan Document, in each case in accordance with the terms of the Loan Documents (including, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 9.10 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cashAgreement).

Termination; Release. (a) On After the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments 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 in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the date upon which the Total Revolving Loan Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note under (as defined in the Credit Agreement Agreement), Loan 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 in its sole and absolute discretion) and all Loans have been repaid other Obligations (other than indemnities described in full), all Letters Section 11 hereof and in Section 12.13 of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations in the other Credit Documents which are not then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserteddue and payable) have been irrevocably paid in full in cashfull.

Termination; Release. (a) On After the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment have has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no Note under 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 Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement is outstanding (and all Loans have been repaid in fullbut subject to the provisions thereof that certain Collateral shall remain subject to the provisions hereof), all Letters (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of iv) the date upon which the Credit Agreement with respect Documents are amended to which no claim has been asserted) have been irrevocably paid in full in cashrelease all Collateral subject to this Agreement.

Termination; Release. (a) On After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 5.1 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorCompany, will promptly execute and deliver to such Pledgor the Company a proper instrument or instruments acknowledging the satisfaction satisfac­tion and termination of this Agreement (includingMortgage, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to the Company (without recourse and without any representation or warranty) such Pledgor of its Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Mortgage. As used in this Mortgage, “Termination Date” shall mean the date upon which the Loans, the Reimbursement Obligations and the other Obligations shall have been paid in full, the Commitments have been terminated and no Letters of Credit are outstanding. (b) In the event that any part of the Collateral is sold in connection with a sale permitted by the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 11.1 of the Credit Agreement) and the proceeds of such sale or sales or from such release are applied in accordance with the terms of the Credit Agreement, such Collateral will be sold free and clear of the Liens created by this Mortgage and the Collateral Agent, at the request and expense of the Company, will duly assign, transfer and deliver to the 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 sold or otherwise applied or delivered released pursuant to this Agreement, together with Mortgage. (c) At any undated stock, partnership or membership powers with respect thereto and together with any moneys at time that the time held by Company desires that Collateral be released as provided in the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cash.foregoing

Termination; Release. (a) On After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitationwill terminate such control agreements or similar agreements with respect to the Collateral as may then exist, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys monies at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the date upon which the Total Commitment total commitments to provide extensions of credit under all Secured Debt Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized terminated, all extensions of credit pursuant to the Credit Agreement any Interest Rate Protection Agreements have been repaid in full and all Obligations then outstanding (other than contingent arising from indemnities described in Section 12.4 of the Credit Agreement with respect to for which no claim request has been assertedmade) have been irrevocably paid in full in cashfull.

Termination; Release. (a) On the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments termination statements and instruments of satisfaction, discharge and/or reconveyance) ), and will will, subject to the provisions of the Intercreditor Agreement, 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 in the possession of the Pledgee or any of its sub-agents hereunder and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderhereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment Obligations Termination Date shall have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cashoccurred.

Termination; Release. (a) On After the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments 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 in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the date upon which the Total Aggregate Commitment and all Interest Rate Protection Agreements and Other Hedging Agreements have been terminated, no Note 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 Lender in its sole and absolute discretion) and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all other Obligations then outstanding (other than contingent indemnities described in Section 12.4 11 hereof and in Section 12.05 of the Credit Agreement with respect to which no claim has been assertedare not then due and payable) have been irrevocably paid in full in cashfull.