Common use of Termination; Release Clause in Contracts

Termination; Release. (a) On the Termination Date, this Agreement and the security interest created hereby shall terminate, and the Collateral Agent shall, at the request and expense of the Pledgors, promptly execute and deliver to the applicable Pledgor as promptly thereafter as reasonably practicable a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to the applicable Pledgor (without recourse and without any representation or warranty) such of the Collateral of such Pledgor as may be in the possession of the Collateral Agent or any of its sub-agents and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any proceeds of Collateral at the time held by the Collateral Agent or any of its sub-agents hereunder. (b) In the event that any part of the Collateral is sold in connection with a sale not prohibited by the Indenture or released in accordance with Article Eleven of the Indenture and the proceeds of such sale or sales or from such release are applied in accordance with, and to the extent required by, the Indenture, to the extent required to be so applied, such Collateral will be sold or released, free and clear of the Liens created by this Agreement and the Collateral Agent, at the request and expense of the applicable Pledgor, will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent and has not theretofore been released pursuant to this Agreement. (c) At any time that any Pledgor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 10.9(b), it shall deliver to the Collateral Agent a certificate signed by its chief financial officer stating that the release of the respective Collateral is permitted pursuant to Section 10.9(a) or (b). (d) The Collateral Agent shall have no liability whatsoever to any Holder as a result of any release of Collateral by it in accordance with this Section 10.9.

Termination; Release. (a) On After the Termination Date, this Agreement (including any provision providing for the appointment of the Collateral Agent as attorney-in-fact for any Grantor) and the Liens and security interest created hereby interests granted hereunder shall terminateterminate automatically and without further action by any party, and the Collateral Agent shallAgent, at the written request and sole expense of the PledgorsCompany, promptly will execute and deliver to each Grantor the applicable Pledgor as promptly thereafter as reasonably practicable a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to the applicable Pledgor each Grantor (without recourse and without any representation or warranty) such of the Collateral of such Pledgor as may be in the possession of the Collateral Agent or any of its sub-agents and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. In addition, together with any proceeds of Collateral at the time held by the Collateral Agent or any of its sub-agents hereunder. (b) In the event that any part of the Collateral is sold in connection with a sale not prohibited by the Indenture or released in accordance with Article Eleven of the Indenture and the proceeds of such sale or sales or from such release are applied in accordance with, and to the extent required by, the Indenture, to the extent required to be so applied, such Collateral will be sold or released, free and clear of the Liens created by this Agreement and the Collateral Agent, at the written request and sole expense of the Company, will release from the Lien created hereunder: (1) Collateral that is sold, transferred, disbursed or otherwise disposed of to a Person other than a Grantor to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions of the Indenture, as certified in writing by the Company; provided that any products, proceeds or other consideration received by the Grantors in respect of any such Collateral shall continue to constitute Collateral to the extent required hereunder; (2) the property and assets of a Grantor upon the release of such Grantor from its Note Guarantee in accordance with the terms of the Indenture, as certified in writing by the Company; and (3) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Company. The Collateral Agent shall also execute and deliver, at the written request and expense of the applicable PledgorCompany, will duly assignupon termination of this Agreement or occurrence of any event in the immediately preceding sentence, transfer such UCC termination statements, and deliver such other documentation as shall be reasonably requested by any Grantor to such Pledgor (without recourse effect the termination and without any representation or warranty) such release of the Collateral as is then being (or has been) so sold or released Liens and as may be in the possession of the Collateral Agent and has not theretofore been released pursuant to security interests granted by this Agreement. (c) At any time that any Pledgor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 10.9(b), it shall deliver to the Collateral Agent a certificate signed by its chief financial officer stating that the release of the respective Collateral is permitted pursuant to Section 10.9(a) or (b). (d) The Collateral Agent shall have no liability whatsoever to any Holder as a result of any release of Collateral by it in accordance with this Section 10.9.

Termination; Release. The Pledged Collateral and the Secured Obligations of any Pledgor shall be released from the Lien of this Agreement in accordance with the provisions of the Credit Agreement, including, without limitation, Section 9.11(a), (ab) On or (c) of the Termination DateCredit Agreement. Furthermore, when all the Secured Obligations have been paid in full (other than (A) contingent obligations not then due and payable and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements), the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement and the security interest created hereby 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 (other than any sale or disposition to another Pledgor), and 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 Administrative Agent shall, upon the request and at the request sole cost and expense of the Pledgors, promptly execute and deliver to the applicable Pledgor as promptly thereafter as reasonably practicable a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to the applicable Pledgor (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of such Pledgor a release) as may be in the possession of the Collateral Administrative Agent or any of its sub-agents and has as shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement, together with any proceeds of Collateral at the time held by the Collateral Agent or any of its sub-agents hereunder. (b) In the event that any part of the Collateral is sold in connection with a sale not prohibited by the Indenture or released in accordance with Article Eleven of the Indenture and the proceeds of such sale or sales or from such release are applied in accordance with, and to the extent required by, the Indenture, to the extent required to be so applied, such Collateral will be sold or released, free and clear of the Liens created by this Agreement and the Collateral Agent, at the request and expense of the applicable Pledgor, will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent and has not theretofore been released pursuant to this Agreement. (c) At any time that any Pledgor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 10.9(b)terms hereof, it and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases, or other documentation as such Pledgor shall deliver to reasonably request) acknowledging the Collateral Agent a certificate signed by its chief financial officer stating that termination hereof or the release of such Pledged Collateral, as the respective Collateral is permitted pursuant to Section 10.9(a) or (b)case may be. (d) The Collateral Agent shall have no liability whatsoever to any Holder as a result of any release of Collateral by it in accordance with this Section 10.9.

Termination; Release. (a) On the Termination Date, this Agreement and the security interest created hereby shall terminate, and the Collateral Agent shall, at the request and expense of the Pledgors, promptly execute and deliver to the applicable Pledgor as promptly thereafter as reasonably practicable a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assignrelease, transfer and deliver to the applicable each Pledgor (without recourse and without any representation or warranty) such all of the Collateral of such Pledgor as may be in the possession of the Collateral Agent or any of its sub-agents and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any proceeds of Collateral moneys at the time held by the Collateral Agent Pledgee or any of its sub-agents hereunder. (b) In the event that all or any part of the Collateral is sold sold, conveyed or disposed of in connection with a sale not prohibited any form of asset disposition permitted by the Indenture Credit Agreements or released otherwise released, in accordance with Article Eleven whole or in part, at the direction of the Indenture Required Secured Creditors and the proceeds of such sale or sales or from such release asset disposition are applied in accordance with, and to the extent required by, the Indenture, to the extent required to be so applied, such Collateral will be sold or released, free and clear provisions of the Liens created by this Agreement and Credit Agreements, the Collateral AgentPledgee, at the request and expense of the applicable any Pledgor, will duly assign, release, transfer and deliver to such the appropriate 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 as may be in the possession of the Collateral Agent and has not theretofore been released pursuant to this Agreement. (c) At any time that any a Pledgor desires that the Pledgee assign, release, transfer and deliver Collateral Agent take any action to acknowledge as provided in Section 18(a) or give effect to any release of Collateral pursuant to the foregoing Section 10.9(b)(b) hereof, it shall deliver to the Collateral Agent Pledgee a certificate signed by its chief financial a principal executive officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to in accordance with Section 10.9(a18(a) or (b). (d) The Collateral Agent Pledgee shall have no liability whatsoever to any Holder Secured Creditor as a the result of any release of Collateral by it in accordance with this Section 10.918.

Termination; Release. (a) On When all the Termination DateSecured Obligations have been paid in full, this Agreement shall terminate and the security interest created hereby Pledged Collateral shall terminate, be automatically and without further action released from the Liens in favor of the Collateral Agent shall, at and the request and expense of the Pledgors, promptly execute and deliver to the applicable Pledgor as promptly thereafter as reasonably practicable a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreementother Secured Parties created hereby, and will duly assign, transfer and deliver all obligations (other than those expressly stated to the applicable survive such termination) of each Pledgor (without recourse and without any representation or warranty) such of the Collateral of such Pledgor as may be in the possession of to the Collateral Agent or any other Secured Party hereunder shall terminate, all without delivery of its sub-agents and has not theretofore been sold any instrument or otherwise applied or released pursuant to this Agreementperformance of any act by any party. At the sole expense of any Pledgor following any such termination, together with any proceeds of Collateral at the time held by the Collateral Agent or any of its sub-agents hereundershall deliver such documents as such Pledgor shall reasonably request to evidence such release and termination. (b) In the event that If any part of the Collateral is sold shall (i) be sold, transferred or otherwise disposed of by any Pledgor in connection a sale, transfer or other disposition permitted by the Indenture and each Other Second-Priority Agreement, other than with respect to a sale sale, transfer or other disposition to another Pledgor, or (ii) be or become an Excluded Asset pursuant to a transaction not prohibited by the Indenture or and each other Second-Priority Obligations Document, then, in each case such Collateral shall be automatically and without further action released in accordance with Article Eleven from the security interests created by this Agreement. If a Pledgor is disposed of pursuant to a transaction permitted by the Indenture and the proceeds of such sale each Other Second-Priority Agreement or sales or is otherwise released from such release are applied in accordance with, its guarantee pursuant to (and to the extent required permitted by, ) the Indenture, to the extent required to be so appliedIndenture and each Other Second-Priority Agreement, such Collateral will Pledgor shall be sold or releasedautomatically and without further action released from its obligations under this Agreement. In either case, free and clear of the Liens created by this Agreement and the Collateral Agent, at the request and sole expense of the applicable such Pledgor, will duly assign, transfer shall execute and deliver to such Pledgor (without recourse all releases or other documents reasonably necessary or desirable for the termination and without any representation or warranty) such release of the Liens created hereby on Collateral of such Pledgor, or such Pledgor, as is then being (or has been) so sold or released and as may be in the possession of applicable, subject to, if reasonably requested by the Collateral Agent Agent, the Collateral Agent’s receipt of an Officers’ Certificate from the Issuer stating that such transaction is in compliance with the Indenture and has not theretofore been released pursuant to this each Other Second-Priority Agreement. (c) At any time that any Pledgor desires that The Liens securing the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 10.9(b), it shall deliver to the Collateral Agent a certificate signed by its chief financial officer stating that the release Secured Obligations in respect of the respective Collateral is permitted pursuant to Notes will be released or subordinated, in whole or in part, as provided in Section 10.9(a) or (b)1504 of the Indenture. (d) The Collateral Agent shall have no liability whatsoever to any Holder as a result Liens securing Other Second-Priority Obligations of any series will be released or subordinated, in whole or in part, as provided in the Other Second-Priority Agreement governing such obligations. (e) The Liens securing the Secured Obligations shall be released when required pursuant to the terms of the ABL Intercreditor Agreement or the First Lien/Junior Lien Intercreditor Agreement, following the request of the applicable party or parties thereto, subject to, if reasonably requested by the Collateral Agent, the Collateral Agent’s receipt of an Officer’s Certificate from the Issuer stating that such release of Collateral by it is in compliance with the Indenture, each Other Second-Priority Agreement and in accordance with this Section 10.9the terms of the applicable Intercreditor Agreement.

Termination; Release. Upon termination of the Commitments and payment in full of all Credit Party Obligations (aother than (x) On contingent indemnification obligations and (y) Bank Product Debt) and the Termination Dateexpiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized in accordance with the Credit Agreement), this Agreement shall automatically terminate. Upon termination of this Agreement the Pledged Collateral shall be released automatically from the Lien of this Agreement with further action required by any Person. The Security Interest and any Liens granted herein to the Administrative Agent in the Pledged Collateral of any Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by and in accordance with the terms of the Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Guarantor. Upon any Disposition by any Pledgor of any Pledged Collateral that is permitted under and in accordance with the terms of the Credit Agreement (other than a sale or transfer to another Credit Party), or upon the effectiveness of any written consent to the release of the security interest created granted hereby in any Pledged Collateral pursuant to Section 9.1 of the Credit Agreement, the security interest in such Pledged Collateral shall terminatebe automatically released. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, and the Collateral Administrative Agent shall, upon the request and at the request sole cost and expense of the Pledgors, promptly execute and deliver to the applicable Pledgor as promptly thereafter as reasonably practicable a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to the applicable Pledgor (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Administrative Agent, such of the Pledged Collateral or any part thereof to be released (in the case of such Pledgor a release) as may be in the possession of the Collateral Administrative Agent or any of its sub-agents and has as shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement, together with any proceeds of Collateral at the time held by the Collateral Agent or any of its sub-agents hereunder. (b) In the event that any part of the Collateral is sold in connection with a sale not prohibited by the Indenture or released in accordance with Article Eleven of the Indenture and the proceeds of such sale or sales or from such release are applied in accordance with, and to the extent required by, the Indenture, to the extent required to be so applied, such Collateral will be sold or released, free and clear of the Liens created by this Agreement and the Collateral Agent, at the request and expense of the applicable Pledgor, will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent and has not theretofore been released pursuant to this Agreement. (c) At any time that any Pledgor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 10.9(b)terms hereof, it shall deliver and, with respect to any other Pledged Collateral, proper documents and instruments acknowledging the Collateral Agent a certificate signed by its chief financial officer stating that termination hereof or the release of such Pledged Collateral, as the respective Collateral is permitted pursuant to Section 10.9(a) or (b)case may be. (d) The Collateral Agent shall have no liability whatsoever to any Holder as a result of any release of Collateral by it in accordance with this Section 10.9.

Termination; Release. (a) On the Termination Date, this This Security Agreement and the security interest Security Interest shall terminate when all Commitments have expired or otherwise terminated and all Obligations then due and payable (excluding any contingent indemnification obligations and hedging obligations not related to the Credit Facility) have been finally and paid in full in cash. Upon the effectiveness of any written consent to the release of the Security Interest in any Collateral pursuant to the Credit Agreement, the Security Interest in such Collateral shall be automatically released. Upon any sale, transfer or other disposition of Collateral permitted by the Loan Documents (other than to a Loan Party), the Security Interest in such Collateral shall be automatically released (other than to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds or otherwise) that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in which event the Lien created hereby hereunder shall terminatecontinue in such property). In addition, if any of the Pledged Equity Interests in any Subsidiary or subsidiary, as applicable, are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations of such Subsidiary or subsidiary, as applicable, under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall, at the request and expense of the Pledgors, promptly shall execute and deliver to the applicable Pledgor as promptly thereafter as reasonably practicable a proper instrument or instruments (including Grantor, at such Grantor’s own cost and expense, all Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and similar documents that such Grantor may reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Agreement, and will duly assign, transfer and deliver to the applicable Pledgor (Article shall be without recourse and without any representation to or warranty) such of warranty by the Collateral of such Pledgor as may be in the possession of the Collateral Administrative Agent or any of its sub-agents and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any proceeds of Collateral at the time held by the Collateral Agent or any of its sub-agents hereunderother Secured Party. (b) In the event that any part of the Collateral is sold in connection with a sale not prohibited by the Indenture or released in accordance with Article Eleven of the Indenture and the proceeds of such sale or sales or from such release are applied in accordance with, and to the extent required by, the Indenture, to the extent required to be so applied, such Collateral will be sold or released, free and clear of the Liens created by this Agreement and the Collateral Agent, at the request and expense of the applicable Pledgor, will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent and has not theretofore been released pursuant to this Agreement. (c) At any time that any Pledgor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 10.9(b), it shall deliver to the Collateral Agent a certificate signed by its chief financial officer stating that the release of the respective Collateral is permitted pursuant to Section 10.9(a) or (b). (d) The Collateral Agent shall have no liability whatsoever to any Holder as a result of any release of Collateral by it in accordance with this Section 10.9.

Termination; Release. (a) On After the Termination Date, this Agreement and the security interest created hereby shall terminateautomatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the Collateral Agent shallAgent, at the request and expense of the Pledgorssuch Pledgor, promptly will execute and deliver to the applicable such Pledgor as promptly thereafter as reasonably practicable a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and, and will duly assign, transfer and deliver to the applicable 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 Collateral Agent or any of its sub-agents and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any proceeds of Collateral moneys at the time held by the Collateral Agent 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). (b) In the event that any part of the Collateral is sold in connection with or otherwise disposed of (to a sale not prohibited by the Indenture or released Person other than a Credit Party in accordance with Article Eleven the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the Indenture relevant Collateral (x) at any time prior to the Termination Date or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, and in the case of clauses (x) and (y), the proceeds of such sale or sales disposition (or from such release release) are applied in accordance withwith the terms of the Credit Agreement or such other Secured Debt Agreement, and to as the extent required by, the Indenturecase may be, to the extent required to be so applied, such Collateral will be sold or released, free and clear of the Liens created by this Agreement and the Collateral Agent, at the request and expense of the applicable 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 released and as may be in the possession of the Collateral Agent (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreement. (c) At any time that any Pledgor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to be released as provided in the foregoing Section 10.9(b19(a) or (b), it shall deliver to the Collateral Agent (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by its chief financial an authorized officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 10.9(a19(a) or (b)) hereof. (d) The Collateral Agent shall have no liability whatsoever to any Holder other Secured Creditor as a the result of any release of Collateral by it in accordance with (or which the Collateral Agent in good faith believes to be in accordance with) this Section 10.919.

Termination; Release. (a) On After the Termination Datetermination of the Total Commitment and all Secured Interest Rate Agreements, when no Note or Letter of Credit is outstanding and when all Loans and other Obligations have been paid in full, this Agreement and the security interest created hereby shall terminate, and the Collateral Agent shallAgent, at the request and expense of the PledgorsAssignor, promptly will execute and deliver to the applicable Pledgor as promptly thereafter as reasonably practicable Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, 24 and will duly assign, transfer and deliver to the applicable Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral of such Pledgor as may be in the possession of the Collateral Agent or any of its sub-agents and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any proceeds of Collateral at the time held by the Collateral Agent or any of its sub-agents hereunder. (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, the Pledgee shall, at the request of the Borrower and the Pledgor, release any or all of the Collateral, provided that (x) such release is permitted by the terms of the Credit Agreement (it being agreed for such purposes that a release will be deemed "permitted by the terms of the Credit Agreement" if the proposed transaction constitutes an exception to Section 8.02 of the Credit Agreement) or otherwise has been approved in writing by the Required Banks and (y) the proceeds of such Collateral are applied as required pursuant to the Credit Agreement or any consent or waiver with respect thereto. (c) At any time that the Assignor desires that the Collateral Agent take any action to give effect to any release of Collateral pursuant to the foregoing Section 10.9(a) or (b), it shall deliver to the Collateral Agent a certificate signed by a principal executive officer stating that the release of the respective Collateral is permitted pursuant to Section 10.9(a) or (b). In the event that any part of the Collateral is sold released as provided in connection with a sale not prohibited by the Indenture or released in accordance with Article Eleven of the Indenture and the proceeds of such sale or sales or from such release are applied in accordance withpreceding paragraph (b), and to the extent required by, the Indenture, to the extent required to be so applied, such Collateral will be sold or released, free and clear of the Liens created by this Agreement and the Collateral Agent, at the request and expense of the applicable PledgorAssignor, will duly assign, transfer and deliver to such Pledgor the Assignor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent and has not theretofore been released pursuant to this Agreement. (c) At any time that any Pledgor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 10.9(b), it shall deliver to the Collateral Agent a certificate signed by its chief financial officer stating that the release of the respective Collateral is permitted pursuant to Section 10.9(a) or (b). (d) . The Collateral Agent shall have no liability whatsoever to any Holder Secured Creditor as a the result of any release of Collateral by it in accordance with as permitted by this Section 10.910.

Termination; Release. (a) On After the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 10 hereof shall survive any such termination) and the security interest created hereby shall terminate, and the Collateral Agent shallAdministrative Agent, at the request and expense of the Pledgorsrelevant Pledgor, promptly will execute and deliver to the applicable relevant Pledgor as promptly thereafter as reasonably practicable a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this AgreementAgreement as provided above, and will duly assign, transfer and deliver deliver, or have delivered, to the applicable relevant Pledgor (or its designee) (without recourse and without any representation or warranty) such of the Collateral of such Pledgor as may be in the possession of the Collateral Administrative Agent or any of its sub-agents and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any proceeds of Collateral moneys at the time held by the Collateral Administrative Agent or any of its sub-agents hereunder. (b) In the event that any part of the Collateral is sold in connection with a sale not prohibited permitted by the Indenture Credit Agreement or released is otherwise subject to release in accordance with Article Eleven the terms of the Indenture and the proceeds of such sale or sales or from such release are applied in accordance with, and to the extent required byCredit Agreement, the Indenture, to the extent required to be so applied, such Collateral will be sold or released, free and clear of the Liens created by this Agreement and the Collateral Administrative Agent, at the request and expense of the applicable Pledgorsuch Pledgor will release such Collateral from this Agreement, and will duly assign, transfer and deliver deliver, or have delivered, to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Collateral Administrative Agent and has not theretofore been released pursuant to this Agreement, or if such Collateral cannot be located, an affidavit of loss with appropriate indemnification language. (c) At any time that any a Pledgor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to be released as provided in the foregoing Section 10.9(b16(b), it shall deliver to the Collateral Administrative Agent a certificate signed by its chief financial an authorized officer stating that the release of the respective Collateral is permitted pursuant to Section 10.9(a16(b) or (b). (d) the Credit Agreement. The Collateral Administrative Agent shall have no liability whatsoever to any Holder Secured Party as a the result of any release of Collateral by it in accordance with as permitted by this Section 10.916 or the Credit Agreement.

Termination; Release. (a) On This Agreement, the Termination Date, this Agreement Security Interest and the all other security interest created interests granted hereby shall terminate, and the Collateral Agent shall, at the request and expense terminate in accordance with Article 10 of the Pledgors, promptly execute and deliver to the applicable Pledgor as promptly thereafter as reasonably practicable a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Credit Agreement, and will duly assign, transfer and deliver to the applicable Pledgor (without recourse and without any representation or warranty) such of the Collateral of such Pledgor as may be in the possession of the Collateral Agent or any of its sub-agents and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any proceeds of Collateral at the time held by the Collateral Agent or any of its sub-agents hereunder. (b) In A Grantor shall automatically be released from its obligations hereunder and the event that Security Interest in the Collateral of such Grantor shall be automatically released upon the consummation of any part transaction permitted by the Credit Agreement as a result of which such Grantor ceases to be a Subsidiary or a Restricted Subsidiary of the Borrower. (c) Upon any sale or other transfer by any Grantor of any Collateral that is sold permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to the Credit Agreement or this Agreement, the Security Interest in such Collateral shall be automatically released. (d) In connection with a sale not prohibited by the Indenture any termination or released in accordance with Article Eleven release pursuant to paragraph (a), (b) or (c) of the Indenture and the proceeds of such sale or sales or from such release are applied in accordance with, and to the extent required bythis Section 9.14, the IndentureCollateral Agent shall execute and deliver to any Grantor at such Grantor’s expense, all UCC termination statements, releases and similar documents that such Grantor shall reasonably request to the extent evidence such termination or release; provided, however, that no such documents shall be required unless such Grantor shall have delivered to be so applied, such Collateral will be sold or released, free and clear of the Liens created by this Agreement and the Collateral Agent, at least ten Business Days prior to the request and expense date such documents are required by such Grantor, or such lesser period of the applicable Pledgor, will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of time as agreed by the Collateral as is then being (or has been) so sold or released Agent, written request for release describing the item of Collateral and as may the consideration to be received in the possession sale, transfer, or other disposition and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and has not theretofore been released a certificate by such Grantor to the effect that the transaction is in compliance with the Loan Documents. Any execution and delivery of termination statements, releases, or other documents pursuant to this Agreement. (c) At any time that any Pledgor desires that Section 9.14 shall be without recourse to or warranty by the Collateral Agent take any action to acknowledge or give effect to any release Agent. [Remainder of Collateral pursuant to the foregoing Section 10.9(b), it shall deliver to the Collateral Agent a certificate signed by its chief financial officer stating that the release of the respective Collateral is permitted pursuant to Section 10.9(a) or (b). (d) The Collateral Agent shall have no liability whatsoever to any Holder as a result of any release of Collateral by it in accordance with this Section 10.9.page intentionally left blank]

Termination; Release. (a) On After the Termination Datedate upon which all of the Secured Obligations have been permanently paid in full, this Agreement and the security interest created hereby shall terminate, terminate and the Collateral Agent shallAgent, at the request and expense of the PledgorsDebtor, will promptly execute and deliver to the applicable Pledgor as promptly thereafter as reasonably practicable Debtor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3Form UCC-3 or its equivalent) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to the applicable Pledgor (without recourse and without any representation or warranty) such of the Collateral of such Pledgor as may be in the possession of the Collateral Agent or any of its sub-agents and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any proceeds of Collateral at the time held by the Collateral Agent or any of its sub-agents hereunder. (b) In the event that any part of the Collateral is sold in connection with a sale not prohibited by the Indenture or released in accordance with Article Eleven of the Indenture and the proceeds of such sale or sales or from such release are applied in accordance with, and to the extent required by, the Indenture, to the extent required to be so applied, such Collateral will be sold or released, free and clear of the Liens created by this Agreement and the Collateral Agent, at the request and expense of the applicable Pledgor, will duly assign, transfer and deliver to such Pledgor Debtor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. (b) So long as no Event of Default has occurred and is continuing or would result therefrom, upon (i) the sale or other disposition of any part of the Collateral or any substitution of any Containers constituting any part of the Collateral that is permitted by the Loan Documents or that is otherwise consented to by the Required Lenders (or such higher percentage as may be required pursuant to the terms of the Term Loan Agreement), (ii) the use of any Proceeds in connection with the acquisition of any property or to pay any fees, costs and expenses of any Person, or (iii) the release of any part of the Collateral at the direction of the Collateral Agent, such Collateral shall automatically be released from the Lien of this Agreement, and the Lien of this Agreement shall be terminated with respect to such Collateral, and such Collateral shall automatically be assigned, transferred and conveyed to the applicable Debtor by the Collateral Agent. (c) At Upon and after any time that any Pledgor desires that and all releases contemplated in clauses (a) and (b) above, at the request and at the sole reasonable cost and expense of the Debtor, the Collateral Agent take will execute and deliver such documentation, including termination or partial release statements and the like (without recourse and without any action representation or warranty) to acknowledge evidence such release or give effect to any release otherwise in connection therewith; provided, that upon request of the Collateral pursuant to Agent, the foregoing Section 10.9(b), it Debtor shall deliver to the Collateral Agent a certificate signed by its chief financial officer a Senior Designated Officer of the Debtor stating that the release of the respective Collateral is permitted pursuant to such Section 10.9(a9.8(a) or (b). (d) The Collateral Agent shall have no liability whatsoever to any Holder other Secured Creditor as a the result of any release of Collateral by it in accordance with (or which the Collateral Agent in the absence of gross negligence and willful misconduct believes to be in accordance with) this Section 10.97.8 and the Loan Documents.

Termination; Release. (a) On This Agreement shall create a continuing security interest in the Termination DateCollateral and shall (i) remain in full force and effect until the First Priority Obligations Payment Date shall have occurred, this Agreement (ii) be binding upon each Grantor, its successors and assigns and (iii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and each of the First Priority Secured Parties and their respective successors, transferees and assigns. Upon the occurrence of the First Priority Obligations Payment Date and without further action by any Person, the security interest created granted hereby shall terminateterminate and all rights to the Collateral shall revert to the Grantors subject to any existing liens, and security interests or encumbrances on such Collateral (other than any thereof attributable to actions or inactions of the Collateral Agent shallor any First Priority Secured Party). Upon any such termination, the Collateral Agent will, at the Grantors’ expense, promptly execute and deliver to the Grantors such documents as the Grantors shall reasonably request to evidence such termination. (b) In the event that any part of the Collateral of the Grantors (i) is disposed of in connection with a disposition permitted by the Credit Agreement or this Agreement or (ii) is otherwise released pursuant to the terms and conditions of the Credit Agreement, to the extent applicable, such Collateral will, in the case of a disposition, be sold free and clear of the Liens created by this Agreement and, in each case, the Collateral Agent, at the request and expense of the Pledgorsrelevant Grantor, promptly execute and deliver to the applicable Pledgor as promptly thereafter as reasonably practicable a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to the applicable Pledgor such Grantor (without recourse and without any representation or warranty) such of the Collateral of such Pledgor as may be in the possession of the Collateral Agent or any of its sub-agents and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any proceeds of Collateral at the time held by the Collateral Agent or any of its sub-agents hereunder. (b) In the event that any part of the Collateral is sold in connection with a sale not prohibited by the Indenture or released in accordance with Article Eleven of the Indenture and the proceeds of such sale or sales or from such release are applied in accordance with, and to the extent required by, the Indenture, to the extent required to be so applied, such Collateral will be sold or released, free and clear of the Liens created by this Agreement and the Collateral Agent, at the request and expense of the applicable Pledgor, will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral Grantor as is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent and has not theretofore been released pursuant to this Agreement. (c) At Except as may be otherwise provided in the Credit Agreement, at any time that any Pledgor Grantor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to such Grantor be released as provided in the foregoing Section 10.9(bSections 15(a) or (b), it the Borrower shall deliver to the Collateral Agent a certificate signed by its chief financial officer a Responsible Officer stating that the release of the respective Collateral is permitted pursuant to Section 10.9(aSections 15(a) or (b). (d) . The Collateral Agent shall have no liability whatsoever to any Holder First Priority Secured Party as a the result of any release of Collateral by it in accordance with as permitted by this Section 10.915.

Termination; Release. The Pledged Collateral and the Obligations of any Guarantor shall be released from the Lien of this Agreement in accordance with the provisions of the Credit Agreement. In addition, if any Pledged Collateral is sold or otherwise disposed of (aother than to a U.S. Loan Party) On in a manner permitted by the Termination DateCredit Agreement, such Pledged Collateral shall be released from the Liens created hereby. Furthermore, at such time as the Obligations shall have been paid in full and the Commitments have been terminated, the Pledged Collateral shall be released from the Liens created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the security interest created hereby Collateral Agent and each Pledgor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Pledged Collateral shall revert to the Pledgors. Upon termination hereof or any release of Pledged 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 Pledgors, promptly execute and deliver to the applicable Pledgor as promptly thereafter as reasonably practicable a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to the applicable Pledgor (Pledgor, against receipt and without recourse and without any representation to or warranty) 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 to be released (in the case of such Pledgor a release) as may be in the possession of the Collateral Agent or any of its sub-agents and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any proceeds of Collateral at the time held by the Collateral Agent or any of its sub-agents hereunder. (b) In the event that any part of the Collateral is sold in connection with a sale not prohibited by the Indenture or released in accordance with Article Eleven of the Indenture and the proceeds of such sale or sales or from such release are applied in accordance with, and to the extent required by, the Indenture, to the extent required to be so applied, such Collateral will be sold or released, free and clear of the Liens created by this Agreement and the Collateral Agent, at the request and expense of the applicable Pledgor, will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent and has as shall not theretofore have been released pursuant to this Agreement. (c) At any time that any Pledgor desires that the Collateral Agent take any action to acknowledge sold or give effect to any release of Collateral otherwise applied pursuant to the foregoing Section 10.9(b)terms hereof, it and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination statements or releases, or other documentation as such Pledgor shall deliver to reasonably request) acknowledging the Collateral Agent a certificate signed by its chief financial officer stating that termination hereof or the release of such Pledged Collateral, as the respective Collateral is permitted pursuant to Section 10.9(a) or (b)case may be. (d) The Collateral Agent shall have no liability whatsoever to any Holder as a result of any release of Collateral by it in accordance with this Section 10.9.

Termination; Release. (a) On This Agreement shall create a continuing security interest in the Termination DateCollateral and shall (i) remain in full force and effect until payment in full of the Secured Obligations, this Agreement (ii) be binding upon the Grantor, its successors and assigns and (iii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and each of the Secured Parties and their respective successors, transferees and assigns. Upon the payment in full of the Secured Obligations, the security interest created granted hereby shall terminateterminate and all rights to the Collateral shall revert to the Grantor subject to any existing liens, and security interests or encumbrances on such Collateral. Upon any such termination, the Collateral Agent shallwill, at the request and expense of the PledgorsGrantor's expense, promptly execute and deliver to the applicable Pledgor Grantor such documents as promptly thereafter as the Grantor shall reasonably practicable a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver request to the applicable Pledgor (without recourse and without any representation or warranty) evidence such of the Collateral of such Pledgor as may be in the possession of the Collateral Agent or any of its sub-agents and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any proceeds of Collateral at the time held by the Collateral Agent or any of its sub-agents hereundertermination. (b) In the event that any part of the Collateral of the Grantor (i) is sold disposed of in connection with a sale not prohibited disposition permitted by the Indenture Credit Agreement or this Agreement or (ii) is otherwise released in accordance with Article Eleven pursuant to the terms and conditions of the Indenture and Credit Agreement and, in the case of a sale or sales contemplated by clause (i) above, the proceeds of such sale or sales or from such release are applied in accordance with, with the terms herein and to of the extent required by, the Indenture, to the extent required to be so appliedCredit Agreement, such Collateral will be sold or released, free and clear of the Liens created by this Agreement and the Collateral Agent, at the request and expense of the applicable PledgorGrantor, will duly assign, transfer and deliver to such Pledgor the Grantor (without recourse and without any representation or warranty) such of the Collateral of the Grantor as is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent and has not theretofore been released pursuant to this Agreement. (c) At Except as may be otherwise provided in the Credit Agreement, at any time that any Pledgor the Grantor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to the Grantor be released as provided in the foregoing Section 10.9(bSections 15(a) or (b), it the Grantor shall deliver to the Collateral Agent a certificate signed by its chief financial officer a Responsible Officer stating that the release of the respective Collateral is permitted pursuant to Section 10.9(aSections 15(a) or (b). . If requested by the Collateral Agent, the Grantor shall furnish appropriate legal opinions (dfrom counsel, which may be in-house counsel, acceptable to the Collateral Agent) to the effect set forth in the immediately preceding sentence. The Collateral Agent shall have no liability whatsoever to any Holder Secured Party as a the result of any release of Collateral by it in accordance with as permitted by this Section 10.915.

Termination; Release. This Security Agreement shall continue in effect (anotwithstanding the fact that from time to time there may be no Indebtedness outstanding) On until the Termination Date, this Commitments under the Loan Agreement have terminated and all of the amounts payable under the Loan Agreement and under the security interest created hereby other Loan Documents (other than contingent indemnification and expense reimbursement amounts for which no claim has been made) has been indefeasibly paid and performed in full (or with respect to any outstanding Letters of Credit, a cash deposit or supporting letter of credit has been delivered to the Lender as required by the Loan Agreement), whether or not any Secured Products remain outstanding or any amounts are payable thereunder, whereupon the Lender shall terminateforthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral and money received in respect thereof, to or on the Collateral Agent shallorder of the respective Grantor and to be released and canceled all licenses and rights referred to in Section 5.4. The Lender shall also, at the request and expense of the Pledgorssuch Grantor, promptly execute and deliver to the applicable Pledgor as promptly thereafter as reasonably practicable a proper instrument or instruments (including respective Grantor upon such termination such Uniform Commercial Code termination statements statements, certificates for terminating the Liens and such other documentation as shall be reasonably requested by the respective Grantor to effect the termination and release of the Liens on form UCC-3) acknowledging the satisfaction and termination Collateral as required by this Section 7.14. Upon any disposition of this property permitted by the Loan Agreement, the Liens granted herein shall be deemed to be automatically released and will duly assign, transfer and deliver such property shall automatically revert to the applicable Pledgor (without recourse and without any representation or warranty) such of Grantor with no further action on the Collateral of such Pledgor as may be in the possession of the Collateral Agent or any of its sub-agents and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any proceeds of Collateral at the time held by the Collateral Agent or any of its sub-agents hereunder. (b) In the event that any part of the Collateral is sold in connection with a sale not prohibited by the Indenture or released in accordance with Article Eleven of the Indenture and the proceeds of such sale or sales or from such release are applied in accordance with, and to the extent required by, the Indenture, to the extent required to be so applied, such Collateral will be sold or released, free and clear of the Liens created by this Agreement and the Collateral Agentany Person. The Lender shall, at the request and expense of the applicable PledgorGrantor’s expense, will duly assign, transfer execute and deliver to or otherwise authorize the filing of such Pledgor (without recourse documents as such Grantor shall reasonably request, in form and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent and has not theretofore been released pursuant to this Agreement. (c) At any time that any Pledgor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant substance reasonably satisfactory to the foregoing Section 10.9(b)Lender, it shall deliver including financing statement amendments to the Collateral Agent a certificate signed by its chief financial officer stating that the release of the respective Collateral is permitted pursuant to Section 10.9(a) or (b)evidence such release. (d) The Collateral Agent shall have no liability whatsoever to any Holder as a result of any release of Collateral by it in accordance with this Section 10.9.

Termination; Release. (a) On When all of the Termination DateSecured Obligations have been satisfied or irrevocably paid in full and all Commitments have expired or are terminated, this Security Agreement and the security interest created hereby shall terminateterminate (except as provided in Section 8.12 of this Security Agreement), and the Collateral Agent shallAgent, at the request and expense of the PledgorsGrantors, will promptly execute and deliver to each of the applicable Pledgor as promptly thereafter as reasonably practicable a Grantors the proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Security Agreement, and will duly assign, transfer and deliver to any one or more of the applicable Pledgor Grantors (without recourse and without any representation or warrantywarranty of any kind) such of the Collateral of such Pledgor as may be in the possession of the Collateral Agent or any of its sub-agents and has not theretofore been sold or otherwise applied or released pursuant to this Security Agreement, together with any proceeds of Collateral and shall take such other action, at the time held by Grantors' expense, as the Grantors may reasonably request to effectuate the foregoing. To the extent any Collateral Agent is sold as permitted under the Credit Agreement, such Collateral (unless sold to Company or any of its sub-agents hereunder. (bSubsidiaries) In the event that any part of the Collateral is sold in connection with a sale not prohibited by the Indenture or released in accordance with Article Eleven of the Indenture and the proceeds of such sale or sales or from such release are applied in accordance with, and to the extent required by, the Indenture, to the extent required to be so applied, such Collateral will shall be sold or released, free and clear of the Liens created by this Agreement hereby (which Liens shall be automatically released upon such permitted sale), and the Collateral AgentAgent shall be authorized to take any actions deemed appropriate by it in order to effect the foregoing. Promptly upon the request of the Grantors, at the request and expense of the applicable PledgorCompany's expense, will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent will take such action and has not theretofore been released pursuant execute and deliver such instruments and documents necessary to this Agreement. (c) At any time that any Pledgor desires that release the liens and security interests created hereby on the Collateral Agent take any action sold or otherwise disposed of, such instruments and documents to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 10.9(b), it shall deliver be in form and substance reasonably satisfactory to the Collateral Agent a certificate signed by its chief financial officer stating that the release of the respective Collateral is permitted pursuant to Section 10.9(a) or (b)Agent. (d) The Collateral Agent shall have no liability whatsoever to any Holder as a result of any release of Collateral by it in accordance with this Section 10.9.

Termination; Release. (a) On When all the Termination DateSecured Obligations have been paid in full (other than (i) obligations under Hedging Agreement and Treasury Service Agreements not yet due and payable and (ii) contingent indemnification obligations not then due and payable) and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or collateralized in accordance with the provisions of the Credit Agreement, this Agreement and the security interest created hereby shall terminate. Upon termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, and the Collateral Agent shall, upon the request and at the request sole cost and expense of the Pledgors, promptly execute and deliver to the applicable Pledgor as promptly thereafter as reasonably practicable a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to the applicable Pledgor (Pledgor, against receipt and without recourse and without any representation to or warranty) 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 such Pledgor a release) as may be in the possession of the Collateral Agent or any of its sub-agents and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any proceeds of Collateral at the time held by the Collateral Agent or any of its sub-agents hereunder. (b) In the event that any part of the Collateral is sold in connection with a sale not prohibited by the Indenture or released in accordance with Article Eleven of the Indenture and the proceeds of such sale or sales or from such release are applied in accordance with, and to the extent required by, the Indenture, to the extent required to be so applied, such Collateral will be sold or released, free and clear of the Liens created by this Agreement and the Collateral Agent, at the request and expense of the applicable Pledgor, will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent and has as shall not theretofore have been released sold or otherwise applied pursuant to this Agreementthe terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. (b) A Person which was a Loan Party immediately prior to the consummation of any transaction permitted by the Credit Agreement shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Person ceases to be a Loan Party. (c) At Upon any time that sale or other transfer by any Pledgor desires of any Collateral that is permitted under the Collateral Agent take Credit Agreement, or upon the effectiveness of any action written consent to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 10.9(b), it shall deliver to the Collateral Agent a certificate signed by its chief financial officer stating that the release of the respective security interest granted hereby in any Collateral is permitted pursuant to Section 10.9(a) or (b)10.02 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) The Collateral Agent Notwithstanding the foregoing, if (i) the Obligations have been paid in full (other than contingent indemnification obligations not then due and payable) and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have no liability whatsoever to any Holder as a result expired or been sooner terminated and all Letters of any release of Collateral by it Credit have been terminated or collateralized in accordance with the provisions of the Credit Agreement, (ii) Secured Obligations of the type described in clause (b) of the definition of Secured Obligations (“Remaining Secured Obligations”) remain outstanding and (iii) all or a portion of the repayment of the Obligations is financed by the proceeds of Indebtedness of one or more Loan Parties or any affiliate of a Loan Party (“Refinancing Indebtedness”) which Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as if the Remaining Secured Obligations have been paid in full and the provisions of paragraph (a) of this Section 10.911.4 shall apply concurrently with the incurrence of the Refinancing Indebtedness and the securing of the Refinancing Indebtedness and the Remaining Secured Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not terminate but shall remain in full force and effect.

Termination; Release. (a) On This Agreement shall create a continuing security interest in the Termination DateCollateral and shall (i) remain in full force and effect until the Second Priority Obligations Payment Date shall have occurred, this Agreement (ii) be binding upon each Grantor, its successors and assigns and (iii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and each of the Second Priority Secured Parties and their respective successors, transferees and assigns. Upon the occurrence of the Second Priority Obligations Payment Date and without further action by any Person, the security interest created granted hereby shall terminateterminate and all rights to the Collateral shall revert to the Grantors subject to any existing liens, and security interests or encumbrances on such Collateral (other than any thereof attributable to actions or inactions of the Collateral Agent shallor any Second Priority Secured Party). Upon any such termination, the Collateral Agent will, at the Grantors’ expense, promptly execute and deliver to the Grantors such documents as the Grantors shall reasonably request to evidence such termination. (b) In the event that any part of the Collateral of the Grantors (i) is disposed of in connection with a disposition permitted by the Credit Agreement or this Agreement or (ii) is otherwise released pursuant to the terms and conditions of the Credit Agreement, to the extent applicable, such Collateral will, in the case of a disposition, be sold free and clear of the Liens created by this Agreement and, in each case, the Collateral Agent, at the request and expense of the Pledgorsrelevant Grantor, promptly execute and deliver to the applicable Pledgor as promptly thereafter as reasonably practicable a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to the applicable Pledgor such Grantor (without recourse and without any representation or warranty) such of the Collateral of such Pledgor as may be in the possession of the Collateral Agent or any of its sub-agents and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any proceeds of Collateral at the time held by the Collateral Agent or any of its sub-agents hereunder. (b) In the event that any part of the Collateral is sold in connection with a sale not prohibited by the Indenture or released in accordance with Article Eleven of the Indenture and the proceeds of such sale or sales or from such release are applied in accordance with, and to the extent required by, the Indenture, to the extent required to be so applied, such Collateral will be sold or released, free and clear of the Liens created by this Agreement and the Collateral Agent, at the request and expense of the applicable Pledgor, will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral Grantor as is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent and has not theretofore been released pursuant to this Agreement. (c) At Except as may be otherwise provided in the Credit Agreement, at any time that any Pledgor Grantor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to such Grantor be released as provided in the foregoing Section 10.9(bSections 15(a) or (b), it the Borrower shall deliver to the Collateral Agent a certificate signed by its chief financial officer a Responsible Officer stating that the release of the respective Collateral is permitted pursuant to Section 10.9(aSections 15(a) or (b). (d) . The Collateral Agent shall have no liability whatsoever to any Holder Second Priority Secured Party as a the result of any release of Collateral by it in accordance with as permitted by this Section 10.915. Section 16.

Termination; Release. (a) On This Agreement, the Termination Date, this Agreement Security Interest and the all other security interest created interests granted hereby shall terminateterminate when all Obligations (other than contingent indemnification obligations for which no claim has been made) have been paid in full (or, in the case of Secured Swap Agreements, cash collateralized in a manner, and the Collateral Agent shallpursuant to documentation, at the request and expense of the Pledgors, promptly execute and deliver satisfactory to the applicable Pledgor as promptly thereafter as reasonably practicable a proper instrument Administrative Agent) and all Commitments and New Commitments have terminated or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to the applicable Pledgor (without recourse and without any representation or warranty) such of the Collateral of such Pledgor as may be in the possession of the Collateral Agent or any of its sub-agents and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any proceeds of Collateral at the time held by the Collateral Agent or any of its sub-agents hereunderexpired. (b) In A Grantor shall automatically be released from its obligations hereunder and the event that Security Interest in the Collateral of such Grantor shall be automatically released upon the consummation of any part transaction permitted by the Credit Agreement as a result of which such Grantor ceases to be a Subsidiary or a Restricted Subsidiary of the Collateral is sold in connection with a sale not prohibited by the Indenture or released in accordance with Article Eleven of the Indenture and the proceeds of such sale or sales or from such release are applied in accordance with, and to the extent required by, the Indenture, to the extent required to be so applied, such Collateral will be sold or released, free and clear of the Liens created by this Agreement and the Collateral Agent, at the request and expense of the applicable Pledgor, will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent and has not theretofore been released pursuant to this AgreementBorrower. (c) At Upon any time sale or other transfer or disposition by any Grantor of any Collateral that is not prohibited under the Credit Agreement, or upon the sale of participations in the entirety of any Pledgor desires Member Loans that are included in the Collateral Agent take or upon the effectiveness of any action written consent to acknowledge or give effect to any the release of the Security Interest granted hereby in any Collateral pursuant to the foregoing Section 10.9(b)Credit Agreement or this Agreement, the Security Interest in such Collateral shall be automatically released (it shall deliver to being understood, for the Collateral Agent a certificate signed by its chief financial officer stating avoidance of doubt, that the sale of Member Loans pursuant to a Whole Loan Program or the sale of participations in Member Loans and, in each case, the retention of servicing rights by Borrow with such Member Loans will not impair or prevent the automatic release of the respective Collateral is permitted pursuant to Section 10.9(a) or (bSecurity Interest in such Collateral). (d) The In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 9.14, the Collateral Agent shall have no liability whatsoever execute and deliver to any Holder as a result Grantor at such Grantor's expense, all UCC termination statements, releases and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of any release of Collateral by it in accordance with termination statements, releases, or other documents pursuant to this Section 10.99.14 shall be without recourse to or warranty by the Collateral Agent.

Termination; Release. (a) On This Agreement shall create a continuing security interest in the Termination DateCollateral and shall (i) remain in full force and effect until the Second Priority Obligations Payment Date shall have occurred, this Agreement (ii) be binding upon each Grantor, its successors and assigns and (iii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and each of the Second Priority Secured Parties and their respective successors, transferees and assigns. Upon the occurrence of the Second Priority Obligations Payment Date and without further action by any Person, the security interest created granted hereby shall terminateterminate and all rights to the Collateral shall revert to the Grantors subject to any existing liens, and security interests or encumbrances on such Collateral (other than any thereof attributable to actions or inactions of the Collateral Agent shallor any Second Priority Secured Party). Upon any such termination, the Collateral Agent will, at the Grantors’ expense, promptly execute and deliver to the Grantors such documents as the Grantors shall reasonably request to evidence such termination. (b) In the event that any part of the Collateral of the Grantors (i) is disposed of in connection with a disposition permitted by the Credit Agreement or this Agreement or (ii) is otherwise released pursuant to the terms and conditions of the Credit Agreement, to the extent applicable, such Collateral will, in the case of a disposition, be sold free and clear of the Liens created by this Agreement and, in each case, the Collateral Agent, at the request and expense of the Pledgorsrelevant Grantor, promptly execute and deliver to the applicable Pledgor as promptly thereafter as reasonably practicable a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to the applicable Pledgor such Grantor (without recourse and without any representation or warranty) such of the Collateral of such Pledgor as may be in the possession of the Collateral Agent or any of its sub-agents and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any proceeds of Collateral at the time held by the Collateral Agent or any of its sub-agents hereunder. (b) In the event that any part of the Collateral is sold in connection with a sale not prohibited by the Indenture or released in accordance with Article Eleven of the Indenture and the proceeds of such sale or sales or from such release are applied in accordance with, and to the extent required by, the Indenture, to the extent required to be so applied, such Collateral will be sold or released, free and clear of the Liens created by this Agreement and the Collateral Agent, at the request and expense of the applicable Pledgor, will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral Grantor as is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent and has not theretofore been released pursuant to this Agreement. (c) At Except as may be otherwise provided in the Credit Agreement, at any time that any Pledgor Grantor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to such Grantor be released as provided in the foregoing Section 10.9(bSections 15(a) or (b), it the Borrower shall deliver to the Collateral Agent a certificate signed by its chief financial officer a Responsible Officer stating that the release of the respective Collateral is permitted pursuant to Section 10.9(aSections 15(a) or (b). (d) . The Collateral Agent shall have no liability whatsoever to any Holder Second Priority Secured Party as a the result of any release of Collateral by it in accordance with as permitted by this Section 10.915.

Termination; Release. (a) On After the Termination DateDate (defined below), this Agreement shall terminate and the security interest created hereby shall terminate, and the Collateral Agent shallAgent, at the request and expense of the Pledgors, will promptly execute and deliver to the applicable each Pledgor as promptly thereafter as reasonably practicable a proper instrument or instruments (including Uniform Commercial Code termination statements on form Form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to the applicable Pledgor (without recourse and without any representation or warranty) such of the Collateral of such Pledgor as may be in the possession of the Collateral Agent or any of its sub-agents and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any proceeds of Collateral at the time held by the Collateral Agent or any of its sub-agents hereunder. (b) In the event that any part of the Collateral is sold in connection with a sale not prohibited by the Indenture or released in accordance with Article Eleven of the Indenture and the proceeds of such sale or sales or from such release are applied in accordance with, and to the extent required by, the Indenture, to the extent required to be so applied, such Collateral will be sold or released, free and clear of the Liens created by this Agreement and the Collateral Agent, at the request and expense of the applicable Pledgor, will duly assign, transfer and deliver to such each Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent and which has not theretofore been sold or otherwise applied or released pursuant to this Agreement. . As used in this Agreement, “Termination Date” shall mean the date of expiration of all applicable preference periods following the date upon which all of the Secured Obligations have been paid. So long as (cA) At no Default or Event of Default has occurred and is continuing and (B) no Borrowing Base imbalance described in Section 3.2.1 of the Credit Agreement exists, upon (i) the sale or other disposition of any time part of the Collateral that is not prohibited by the Credit Agreement or any other Loan Document, (ii) any Proceeds in connection with the acquisition of any property or to pay any fees, costs and expenses of any Person, (iii) the release of any part of the Collateral at the direction of the Agent or (iv) the pledge by any Pledgor desires that of the Voting Stock and/or Capital Stock of any Additional Securitization Entity in connection with a Permitted Securitization, such Collateral shall automatically be released from the Lien of this Agreement and the Lien of this Agreement shall be terminated with respect to such Collateral. Upon and after any and all releases contemplated in two immediately preceding paragraphs, at the request and at the sole cost and expense of the Pledgors, the Agent take will execute and deliver such documentation, including termination or partial release statements, a release letter and any action similar documentation (without recourse and without any representation or warranty) to acknowledge evidence such release(s) or give effect to any release otherwise in connection therewith; provided that, upon request of Collateral pursuant to the foregoing Section 10.9(b)Agent, it each Pledgor shall deliver to the Collateral Agent a certificate signed by its chief financial an authorized officer of such Pledgor stating that the each release of the respective Collateral is permitted pursuant to this Section 10.9(a) or (b). (d) 25.8. The Collateral Agent shall have no liability whatsoever to any Holder Lender as a the result of any release of Collateral by it in accordance with (or which the Agent in the absence of gross negligence and willful misconduct believes to be in accordance with) this Section 10.925.8.

Termination; Release. (a) On When all the Termination DateSecured Obligations have been paid in full and the Commitments of the Lenders to make any Loan under the Credit Agreement shall have expired or been sooner terminated, this Agreement and the security interest created hereby shall terminate. Upon termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, and the Collateral Agent shall, upon the request and at the request sole cost and expense of the Pledgors, promptly execute and deliver to the applicable Pledgor as promptly thereafter as reasonably practicable a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to the applicable Pledgor (Pledgor, against receipt and without recourse and without any representation to or warranty) 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 such Pledgor a release) as may be in the possession of the Collateral Agent or any of its sub-agents and has as shall not theretofore have been sold or otherwise applied or released pursuant to this Agreementthe terms hereof, together and, with respect to any proceeds other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of Collateral at such Pledged Collateral, as the time held by the Collateral Agent or any of its sub-agents hereundercase may be. (b) In Notwithstanding the event that foregoing and subject to the terms of the Intercreditor Agreement, if any part of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor to a Person that is sold not a Grantor in connection with a sale not prohibited transaction permitted by the Indenture or released in accordance with Article Eleven of the Indenture and the proceeds of such sale or sales or from such release are applied in accordance withCredit Agreement, and to the extent required by, the Indenture, to the extent required to be so applied, such Collateral will be sold or released, free and clear of the Liens created by this Agreement and then the Collateral Agent, at the request and sole expense of the applicable Pledgorsuch Grantor, will duly assign, transfer shall promptly execute and deliver to such Pledgor (without recourse and without any representation Grantor all releases or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent and has not theretofore been released pursuant to this Agreement. (c) At any time that any Pledgor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 10.9(b), it shall deliver to the Collateral Agent a certificate signed by its chief financial officer stating that other documents reasonably necessary for the release of the respective Collateral is permitted pursuant to Section 10.9(a) or (b)Liens created hereby on such Collateral. (d) The Collateral Agent shall have no liability whatsoever to any Holder as a result of any release of Collateral by it in accordance with this Section 10.9.

Termination; Release. (a) On After the Termination Datetermination of the Total Commitments, or at such time as no Note is outstanding and all Loans and other Obligations have been paid in full, this Agreement and the security interest created hereby shall terminate, and the Collateral Agent shallAgent, at the request and expense of the PledgorsAssignor, promptly will execute and deliver to the applicable Pledgor as promptly thereafter as reasonably practicable Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to the applicable Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral of such Pledgor as may be in the possession of the Collateral Agent or any of its sub-agents and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any proceeds of Collateral at the time held by the Collateral Agent or any of its sub-agents hereunder. (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, the Collateral Agent shall, at the request of the Assignor, release any or all of the Collateral, provided that (x) such release is permitted by the terms of the Credit Agreement or otherwise has been approved in writing by the Required Lenders and (y) the proceeds of such Collateral are applied as required pursuant to the Credit Agreement or any consent or waiver with respect thereto. (c) At any time that the Assignor desires that the Collateral Agent take any action to give effect to any release of Collateral pursuant to the foregoing Section 10.10(a) or (b), it shall deliver to the Collateral Agent a certificate signed by an authorized officer stating that the release of the respective Collateral is permitted pursuant to Section 10.10(a) or (b). In the event that any part of the Collateral is sold released as provided in connection with a sale not prohibited by the Indenture or released in accordance with Article Eleven of the Indenture and the proceeds of such sale or sales or from such release are applied in accordance withpreceding paragraph (b), and to the extent required by, the Indenture, to the extent required to be so applied, such Collateral will be sold or released, free and clear of the Liens created by this Agreement and the Collateral Agent, at the request and expense of the applicable PledgorAssignor, will duly assign, transfer and deliver to such Pledgor the 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 released and as may be in the possession of the Collateral Agent and has not theretofore been released pursuant to this Agreement. (c) At any time that any Pledgor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 10.9(b), it shall deliver to the Collateral Agent a certificate signed by its chief financial officer stating that the release of the respective Collateral is permitted pursuant to Section 10.9(a) or (b). (d) . The Collateral Agent shall have no liability whatsoever to any Holder Secured Creditor as a the result of any release of Collateral by it in accordance with as permitted by this Section 10.910.

Termination; Release. When all the Secured Obligations have been paid in full (aother than contingent indemnification obligations in which no claim has been made or is reasonably foreseeable) On and the Termination DateCommitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or Cash Collateralized in accordance with the provisions of the Credit Agreement, this Agreement and the security interest created hereby shall terminate. Upon termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, and the Collateral Agent shall, upon the request and at the request sole cost and expense of the Pledgors, promptly execute and deliver to the applicable Pledgor as promptly thereafter as reasonably practicable a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to the applicable Pledgor (Pledgor, against receipt and without recourse and without any representation to or warranty) 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 such Pledgor a release) as may be in the possession of the Collateral Agent or any of its sub-agents and has as shall not theretofore have been sold or otherwise applied or released pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC‑3 termination statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. a. If any of the Pledged Collateral shall be sold, transferred or otherwise disposed of by any Pledgor in a sale, transfer or other disposition permitted by the Credit Agreement, other than with respect to a sale, transfer or other disposition to another Pledgor, then such Pledged Collateral shall be automatically and without further action released from the security interests created by this Agreement, together with any proceeds . If (i) all or substantially all of Collateral at the time held Equity Interests of a Pledgor are sold or otherwise transferred pursuant to a transaction permitted by the Collateral Agent or any of its sub-agents hereunder. Credit Agreement (bother than to another Pledgor), (ii) In the event that any part of the Collateral a Pledgor is sold in connection with a sale not prohibited by the Indenture or released designated as an Unrestricted Subsidiary in accordance with Article Eleven the terms of the Indenture and Credit Agreement or (iii) a Pledgor is otherwise released from its guarantee of the proceeds of such sale or sales or from such release are applied in accordance with, and Obligations pursuant to the extent required byCredit Agreement, the Indenture, to the extent required to be so appliedin each case, such Collateral will Pledgor shall be sold or releasedautomatically and without further action released from its obligations under this Agreement. In each case, free and clear of the Liens created by this Agreement and the Collateral Agent, at the request and sole expense of the applicable such Pledgor, will duly assign, transfer shall execute and deliver to such Pledgor (without recourse all releases or other documents reasonably necessary or desirable for the termination and without any representation or warranty) such release of the Liens created hereby on Pledged Collateral of such Pledgor, or such Pledgor, as is applicable. b. Notwithstanding anything to the contrary contained herein or elsewhere, if (i) the Obligations have been paid in full (other than contingent indemnification obligations not then being (or has beendue and payable) so sold or released and as may be in the possession Commitments of the Collateral Agent Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and has not theretofore all Letters of Credit have been released pursuant to this terminated or collateralized in accordance with the provisions of the Credit Agreement. , (ii) Secured Obligations of the type described in clauses (b) and (c) At any time that any Pledgor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 10.9(b), it shall deliver to the Collateral Agent a certificate signed by its chief financial officer stating that the release of the respective Collateral is permitted pursuant to Section 10.9(adefinition of Secured Obligations (“Remaining Secured Obligations”) or (b). (d) The Collateral Agent shall have no liability whatsoever to any Holder as a result of any release of Collateral by it in accordance with this Section 10.9.remain outstanding and

Termination; Release. This Agreement shall terminate upon (a) On the Termination Dateirrevocable repayment, this Agreement and the security interest created hereby shall terminate, and the Collateral Agent shall, at the request and expense of the Pledgors, promptly execute and deliver to the applicable Pledgor as promptly thereafter as reasonably practicable a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and discharge in full of all Obligations (other than contingent reimbursement and indemnification obligations which are unknown, unmatured and for which no claim has been made) and (b) the termination of all Aggregate Commitments. Upon termination of this Agreement, the Collateral shall be released automatically from the Lien of this Agreement. The Administrative Agent may also release, from time to time, its security interest in the relevant Collateral created hereby in accordance with the provisions of the Loan Documents. Upon such release or any sale, transfer or other disposition of Collateral or any part thereof in accordance with the provisions of the Loan Documents, the Administrative Agent shall, upon the request and will duly at the sole cost and expense of the Pledgor, assign, transfer and deliver to the applicable Pledgor (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral or any part thereof to be released (in the case of such Pledgor a release) as may be in the possession of the Collateral Administrative Agent or any of its sub-agents and has as shall not theretofore have been sold or otherwise applied or released pursuant to this Agreementthe terms hereof, together and, with respect to any proceeds other Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. In addition, the security interest created hereby in the relevant Collateral at the time held by the shall be automatically and immediately released when such Collateral Agent or any of its sub-agents hereunder. (b) In the event that any part is transferred out of the Collateral is sold in connection with a sale not prohibited by Account to the Indenture or released Pledgor in accordance with Article Eleven of the Indenture and Collateral Administration Agreement, without further action by the proceeds of such sale or sales or from such release are applied in accordance with, and to the extent required byAdministrative Agent, the IndentureCollateral Administrator, to the extent required to be so appliedBorrower, such Collateral will be sold any Lender or released, free and clear of the Liens created by this Agreement and the Collateral Agent, at the request and expense of the applicable Pledgor, will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent and has not theretofore been released pursuant to this Agreementother Person. (c) At any time that any Pledgor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 10.9(b), it shall deliver to the Collateral Agent a certificate signed by its chief financial officer stating that the release of the respective Collateral is permitted pursuant to Section 10.9(a) or (b). (d) The Collateral Agent shall have no liability whatsoever to any Holder as a result of any release of Collateral by it in accordance with this Section 10.9.