Common use of Continuing Security Interest; Assignments Under the Indenture; Release Clause in Contracts

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor and the successors and assigns thereof, and shall inure to the benefit of the Collateral Agent and the other Second Lien Secured Parties and their respective successors, endorsees, transferees and assigns until all Second Lien Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full. (b) Subject to the terms of the Intercreditor Agreement, a Pledgor shall automatically be released from its obligations hereunder and Security Interest in the Collateral of such Pledgor shall be automatically released (x) as it relates to the Guarantor Obligations, upon the consummation of any transaction permitted under the Indenture, as a result of which such Pledgor ceases to be a Guarantor and (y) as it relates to the Second Lien Obligations under any Additional Second Lien Agreement, upon the consummation of any transaction permitted under such Additional Second Lien Agreement, as a result of which such Pledgor ceases to be a guarantor under such Additional Second Lien Agreement pursuant to the applicable provision(s) of such Additional Second Lien Agreement. (c) Subject to the terms of the Intercreditor Agreement, the Security Interest granted hereby in any Collateral shall be automatically released from the Liens of this Agreement (i) if (and to the extent) provided for in (A) Section 11.06 of the Indenture and (B) any applicable provision of any Additional Second Lien Agreement then in effect, (ii) upon the effectiveness of any written consent to the release of the security interest granted in such Collateral pursuant to Section 11.06 of the Indenture and any applicable provision of any Additional Second Lien Agreement then in effect and (iii) as otherwise may be provided in the Intercreditor Agreement. Any such release in connection with any sale, transfer or other disposition of such Collateral shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens and Security Interest of this Agreement. (d) In connection with any termination or release pursuant to the foregoing Section 14(a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor or authorize the filing of, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 14 shall be without recourse to or warranty by the Collateral Agent.

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor and the successors and assigns thereof, thereof and shall inure to the benefit of the Collateral Agent and the other Second Lien Secured Parties and their respective successors, endorsees, transferees and assigns permitted under the Indenture until the date on which all Second Lien Secured Obligations (other than any contingent indemnity obligations for which no claim or demand for payment has been made or is not then due) shall have been satisfied by payment in fullfull (such date, the “Termination Date”), notwithstanding that from time to time during the term of the Indenture a Pledgor may be free from any Secured Obligations. (b) Subject to the terms of the Intercreditor Agreement, a A Pledgor shall automatically be released from its obligations hereunder and Security Interest in the Collateral of such a Pledgor shall be automatically released (x) as it relates to the Guarantor Obligations, upon the consummation Secured Obligations in accordance with Section 11.04 of any transaction permitted under the Indenture, as a result of which such Pledgor ceases to be a Guarantor and (y) as it relates to the Second Lien Obligations under any Additional Second Lien Agreement, upon the consummation of any transaction permitted under such Additional Second Lien Agreement, as a result of which such Pledgor ceases to be a guarantor under such Additional Second Lien Agreement pursuant to the applicable provision(s) of such Additional Second Lien Agreement. (c) Subject to the terms of the Intercreditor Agreement, the Security Interest granted hereby in any Collateral shall be automatically released from the Liens of this Agreement (i) if (and to the extent) provided for in (A) Section 11.06 of the Indenture and (B) any applicable provision of any Additional Second Lien Agreement then in effect, (ii) upon the effectiveness of any written consent to the release of the security interest granted in such Collateral pursuant to Section 11.06 of the Indenture and any applicable provision of any Additional Second Lien Agreement then in effect and (iii) as otherwise may be provided in the Intercreditor Agreement. Any such release in connection with any sale, transfer or other disposition of such Collateral shall in accordance with Section 11.04 of the Indenture to (a) a Person other than an Affiliate of such Pledgor or (b) a Spectrum Joint Venture shall, subject to the provisions of the Intercreditor Agreements then in effect, result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens and of this Pledge Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released as it relates to the Secured Obligations (i) to the extent provided in Section 11.04 of this Agreementthe Indenture and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 9.02 of the Indenture. (d) In connection with any termination or release pursuant to the foregoing Section 14(aparagraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor or authorize the filing of, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request in writing to evidence such termination or release, subject to the provisions of Section 11.04 of the Indenture and the Collateral Agent’s receipt of an Officer’s Certificate of the applicable Pledgor stating that such transaction is authorized or permitted by and in compliance with the covenants and conditions of the Indenture. Any execution and delivery of documents pursuant to this Section 14 13 shall be without recourse to or representation or warranty by the Collateral Agent.

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor Grantor and the successors and assigns thereof, thereof and shall inure to the benefit of the Collateral Agent and the other Second Lien Secured Parties and their respective successors, endorsees, transferees and assigns permitted under the Indenture until the date on which all Second Lien Secured Obligations (other than any contingent indemnity obligations for which no claim or demand for payment has been made or is not then due) shall have been satisfied by payment in fullfull (such date, the “Termination Date”), notwithstanding that from time to time during the term of the Indenture, a Guarantor may be free from any Secured Obligations. (b) Subject to the terms of the Intercreditor Agreement, a Pledgor A Grantor shall automatically be released from its obligations hereunder and Security Interest in the Collateral of such Pledgor Grantor shall be automatically released (x) as it relates to the Guarantor Obligations, Secured Obligations upon the consummation of any transaction permitted under the Indenture, as a result of which such Pledgor ceases ceasing to be a Guarantor and (y) as it relates to the Second Lien Obligations under any Additional Second Lien Agreement, upon the consummation of any transaction permitted under such Additional Second Lien Agreement, as a result of which such Pledgor ceases to be a guarantor under such Additional Second Lien Agreement pursuant to the applicable provision(s) of such Additional Second Lien Agreement. (c) Subject to the terms in accordance with Section 11.04 of the Intercreditor Agreement, the Security Interest granted hereby in any Collateral shall be automatically released from the Liens of this Agreement (i) if (and to the extent) provided for in (A) Section 11.06 of the Indenture and (B) any applicable provision of any Additional Second Lien Agreement then in effect, (ii) upon the effectiveness of any written consent to the release of the security interest granted in such Collateral pursuant to Section 11.06 of the Indenture and any applicable provision of any Additional Second Lien Agreement then in effect and (iii) as otherwise may be provided in the Intercreditor AgreementIndenture. Any such release in connection with any sale, transfer or other disposition of such Collateral shall permitted under the Indenture to (a) a Person other than an Affiliate of such Grantor or (b) a Spectrum Joint Venture shall, subject to the provisions of the Intercreditor Agreements then in effect, result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens Lien and Security Interest created hereby. (c) The Security Interest granted hereby in any Collateral shall automatically be released as it relates to the Secured Obligations (i) to the extent provided in Section 11.04 of this Agreementthe Indenture and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 9.02 of the Indenture. (d) In connection with any termination or release pursuant to the foregoing Section 14(aparagraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor Grantor or authorize the filing of, at such PledgorGrantor’s expense, all documents that such Pledgor Grantor shall reasonably request in writing to evidence such termination or releaserelease subject to, if reasonably requested by the Collateral Agent and subject to the provisions of Section 11.04 of the Indenture, the Collateral Agent’s receipt of an Officer’s Certificate of the Grantors stating that such transaction is authorized or permitted by and in compliance with the covenants and conditions of the Indenture. Any execution and delivery of documents pursuant to this Section 14 6.5 shall be without recourse to or representation or warranty by the Collateral Agent.

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Security Agreement and the other Security Documents shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor Grantor and the successors and assigns thereof, thereof and shall inure to the benefit of the Collateral Agent and the other Second Lien Secured Parties and their respective successors, endorseesindorsees, transferees and assigns until all Second Lien Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full. (b) Subject to the terms of the Intercreditor Agreement, a Pledgor Subsidiary Grantor shall automatically be released from its obligations hereunder and Security Interest in the Collateral of such Pledgor shall be automatically released (x) as it relates to the Guarantor Obligations, upon Obligations securing the consummation of any transaction permitted under the Indenture, as a result of which such Pledgor Notes if it ceases to be a Guarantor in accordance with Section 10.04 of the Indenture and (y) as it relates to the Second Lien Obligations under securing any Additional Second Lien AgreementObligations, upon the consummation of any transaction permitted under such Additional Second Lien Agreement, as a result of which such Pledgor if it ceases to be a guarantor under such Additional Second Lien Agreement pursuant to the applicable provision(s) of such Additional Second Lien Agreement. (c) Subject to the any applicable terms of the Intercreditor Agreement, the Security Interest granted hereby in any Collateral shall be automatically released from the Liens of this Agreement (i) if (and the Liens securing the Obligations with respect to the extent) Notes will be released, in whole or in part, as provided for in (A) Section 11.06 10.04 of the Indenture and (Bii) any applicable provision the Liens securing Additional Second Lien Obligations of any series will be released, in whole or in part, as provided in Additional Second Lien Agreement then in effect, (ii) upon the effectiveness of any written consent to the release of the security interest granted in governing such Collateral pursuant to Section 11.06 of the Indenture and any applicable provision of any Additional Second Lien Agreement then in effect and (iii) as otherwise may be provided in the Intercreditor Agreementobligations. Any such release in connection with any sale, transfer or other disposition of such Collateral or Mortgaged Property shall result in such Collateral or Mortgaged Property being sold, transferred or disposed of, as applicable, free and clear of the Liens applicable Lien and Security Interest of this Agreementcreated hereby. (d) In connection with any termination or release pursuant to the foregoing Section 14(aparagraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor or authorize the filing ofGrantor, at such PledgorGrantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 14 6.5 shall be without recourse to or warranty by the Collateral Agent.

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor Grantor and the successors and assigns thereof, thereof and shall inure to the benefit of the Collateral Agent and the other Second Lien Secured Parties and their respective successors, endorseesindorsees, transferees and assigns until all Second Lien Obligations (other than any contingent indemnity obligations not then due) and the obligations of each Grantor under this Agreement shall have been satisfied by payment in full. (b) Subject to the terms of the Intercreditor Agreement, a Pledgor Subsidiary Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Pledgor Subsidiary Grantor shall be automatically released (x) as it relates to the Guarantor Obligations, upon the consummation of any transaction permitted under the Indenture, Indenture as a result of which such Pledgor Subsidiary Grantor ceases to be a Subsidiary Guarantor and (y) as it relates to the Second Lien Obligations under any Additional Second Lien Agreement, upon the consummation of any transaction permitted under such Additional Second Lien Agreement, as a result of which such Pledgor Subsidiary Guarantor ceases to be a guarantor under such Additional Second Lien Agreement pursuant to the applicable provision(s) of such Additional Second Lien Agreement. (c) Subject to the terms of the Intercreditor Agreement, the Security Interest granted hereby in any Collateral shall automatically be automatically released from the Liens of this Agreement (i) if (and to the extent) provided for in (A) Section 11.06 of the Indenture and (B) any applicable provision of any Additional Second Lien Agreement then in effectAgreement, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 11.06 of the Indenture and any applicable provision of any Additional Second Lien Agreement then in effect and (iii) as otherwise may be provided in the Intercreditor Agreement. Any such release in connection with any sale, transfer or other disposition of such Collateral shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens Lien and Security Interest of this Agreementcreated hereby. (d) In connection with any termination or release pursuant to the foregoing Section 14(a6.5(a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor or authorize the filing ofGrantor, at such PledgorGrantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 14 6.5 shall be without recourse to or warranty by the Collateral Agent.

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor Grantor and the successors and assigns thereof, thereof and shall inure to the benefit of the Collateral Agent and the other Second Lien Secured Parties and their respective successors, endorseesindorsees, transferees and assigns until all Second Lien Obligations (other than any contingent indemnity obligations not then due) the Liens hereunder on the Collateral shall have been satisfied by payment in fullbe released pursuant to Section 11.04 of the Indenture. (b) Subject to the terms of the Intercreditor Agreement, a Pledgor A Subsidiary Grantor shall automatically be released from its obligations hereunder and Security Interest in the Collateral of such Pledgor Grantor shall be automatically released (x) as it relates to the Guarantor Obligations, from its obligations hereunder upon the consummation of any transaction permitted under the Indenture, as a result of which such Pledgor ceases Grantor ceasing to be a Guarantor and (y) as it relates to in accordance with Section 12.06 of the Second Lien Obligations under any Additional Second Lien Agreement, upon the consummation of any transaction permitted under such Additional Second Lien Agreement, as a result of which such Pledgor ceases to be a guarantor under such Additional Second Lien Agreement pursuant to the applicable provision(s) of such Additional Second Lien AgreementIndenture. (c) Subject to the terms of the Intercreditor Agreement, the The Security Interest granted hereby in any Collateral shall automatically be automatically released from the Liens of this Agreement (i) if (and to the extent) extent provided for in (A) Section 11.06 11.04 of the Indenture and (B) any applicable provision of any Additional Second Lien Agreement then in effect, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 11.06 11.04 of the Indenture and any applicable provision of any Additional Second Lien Agreement then in effect and (iii) as otherwise may be provided in the Intercreditor AgreementIndenture. Any such release in connection with any sale, transfer or other disposition of such Collateral shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens Lien and Security Interest of this Agreementcreated hereby. (d) In connection with any termination or release pursuant to the foregoing Section 14(aparagraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor or authorize the filing ofGrantor, at such PledgorGrantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 14 6.5 shall be without recourse to or warranty by the Collateral Agent.

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Security Agreement and the other Security Documents shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor Grantor and the successors and assigns thereof, thereof and shall inure to the benefit of the Collateral Agent and the other Second Lien Secured Parties and their respective successors, endorseesindorsees, transferees and assigns until all Second Lien Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full. (b) Subject to the terms of the Intercreditor Agreement, a Pledgor Subsidiary Grantor shall automatically be released from its obligations hereunder and Security Interest in the Collateral of such Pledgor shall be automatically released (x) as it relates to the Guarantor Obligations, upon Obligations securing the consummation of any transaction permitted under the Indenture, as a result of which such Pledgor Notes if it ceases to be a Guarantor in accordance with Section 10.04 of the Indenture and (y) as it relates to the Second Lien Obligations under securing any Additional Second First Lien AgreementObligations, upon the consummation of any transaction permitted under such Additional Second Lien Agreement, as a result of which such Pledgor if it ceases to be a guarantor under such Additional Second First Lien Agreement pursuant to the applicable provision(s) of such Additional Second First Lien Agreement. (c) Subject to the any applicable terms of the Intercreditor Agreement, the Security Interest granted hereby in any Collateral shall be automatically released from the Liens of this Agreement (i) if (and the Liens securing the Obligations with respect to the extent) Notes will be released, in whole or in part, as provided for in (A) Section 11.06 10.04 of the Indenture and (Bii) any applicable provision the Liens securing Additional First Lien Obligations of any series will be released, in whole or in part, as provided in Additional Second First Lien Agreement then in effect, (ii) upon the effectiveness of any written consent to the release of the security interest granted in governing such Collateral pursuant to Section 11.06 of the Indenture and any applicable provision of any Additional Second Lien Agreement then in effect and (iii) as otherwise may be provided in the Intercreditor Agreementobligations. Any such release in connection with any sale, transfer or other disposition of such Collateral or Mortgaged Property shall result in such Collateral or Mortgaged Property being sold, transferred or disposed of, as applicable, free and clear of the Liens applicable Lien and Security Interest of this Agreementcreated hereby. (d) In connection with any termination or release pursuant to the foregoing Section 14(aparagraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor or authorize the filing ofGrantor, at such PledgorGrantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 14 6.5 shall be without recourse to or warranty by the Collateral Agent.

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor and the successors and assigns thereof, and shall inure to the benefit of the Collateral Agent and the other Second Lien Secured Parties and their respective successors, endorseesindorsees, transferees and assigns until all Second Lien Obligations (other than any contingent indemnity obligations not then due) the Liens hereunder on the Collateral shall have been satisfied by payment in fullbe released pursuant to Section 11.04 of the Indenture. (b) Subject to the terms of the Intercreditor Agreement, a A Subsidiary Pledgor shall automatically be released from its obligations hereunder and Security Interest in the Collateral of such Subsidiary Pledgor shall be automatically released (x) as it relates to the Guarantor Obligations, upon the consummation of any transaction permitted under the Indenture, as a result of which such Subsidiary Pledgor ceases ceasing to be a Guarantor and (y) as it relates to in accordance with Section 12.06 of the Second Lien Obligations under any Additional Second Lien Agreement, upon the consummation of any transaction permitted under such Additional Second Lien Agreement, as a result of which such Pledgor ceases to be a guarantor under such Additional Second Lien Agreement pursuant to the applicable provision(s) of such Additional Second Lien AgreementIndenture. (c) Subject to the terms of the Intercreditor Agreement, the Security Interest granted hereby in any The Collateral shall be automatically released from the Liens of this Agreement (i) if (and to the extent) extent provided for in (A) Section 11.06 11.04 of the Indenture and (B) any applicable provision of any Additional Second Lien Agreement then in effect, (ii) if applicable, upon the effectiveness of any written consent to the release of the security interest granted in such Collateral pursuant to Section 11.06 11.04 of the Indenture and any applicable provision of any Additional Second Lien Agreement then in effect and (iii) as otherwise may be provided in the Intercreditor AgreementIndenture. Any such release in connection with any sale, transfer or other disposition of such Collateral shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens and Security Interest of this Agreement. (d) In connection with any termination or release pursuant to the foregoing Section 14(aparagraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor or authorize the filing ofPledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 14 shall be without recourse to or warranty by the Collateral Agent.

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor and the successors and assigns thereof, and shall inure to the benefit of the Collateral Agent and the other Second Lien Secured Parties and their respective successors, endorsees, transferees and assigns until all Second Lien the Obligations (other than any contingent indemnity obligations not then due) under the Notes Documents and each Additional First Lien Agreement shall have been satisfied by payment in full. (b) Subject to the terms of the Intercreditor Agreement, a A Subsidiary Pledgor shall automatically be released from its obligations hereunder and Security Interest in the Collateral of such Subsidiary Pledgor shall be automatically released (x) as it relates to the Guarantor Obligations, upon the consummation of any transaction permitted under the Indenture, as a result of which such Subsidiary Pledgor ceases ceasing to be a Guarantor and (y) as it relates to in accordance with Section 11.06 of the Second Lien Obligations under any Additional Second Lien Agreement, upon the consummation of any transaction permitted under such Additional Second Lien Agreement, as a result of which such Pledgor ceases to be a guarantor under such Additional Second Lien Agreement pursuant to the applicable provision(s) of such Additional Second Lien AgreementIndenture. (c) Subject to the terms of the Intercreditor Agreement, the Security Interest granted hereby in any The Collateral shall be automatically released from the Liens of this Agreement (i) if (and with respect to the extent) Lien securing the Obligations with respect to the Notes in whole or in part, as provided for in (A) Section 11.06 10.04 of the Indenture and (Bii) any applicable provision with respect to the Liens securing the Additional First Lien Obligations of any Additional Second Lien Agreement then series, in effectwhole or in part, (ii) upon the effectiveness of any written consent to the release of the security interest granted in such Collateral pursuant to Section 11.06 of the Indenture and any applicable provision of any Additional Second Lien Agreement then in effect and (iii) as otherwise may be provided in the Intercreditor AgreementAdditional First Lien Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the applicable Liens and Security Interest of this Agreement. (d) In connection with any termination or release pursuant to the foregoing Section 14(aparagraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor or authorize the filing of, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 14 shall be without recourse to or warranty by the Collateral Agent.

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor and the successors and assigns thereof, and shall inure to the benefit of the Collateral Agent and the other Second Lien Secured Parties and their respective successors, endorsees, transferees and assigns until all Second Lien the Obligations (other than any contingent indemnity obligations not then due) under the Notes Documents and each Additional Second Lien Agreement shall have been satisfied by payment in full. (b) Subject to the terms of the Intercreditor Agreement, a A Subsidiary Pledgor shall automatically be released from its obligations hereunder and Security Interest in the Collateral of such Subsidiary Pledgor shall be automatically released (x) as it relates to the Guarantor Obligations, upon the consummation of any transaction permitted under the Indenture, as a result of which such Subsidiary Pledgor ceases ceasing to be a Guarantor and (y) as it relates to in accordance with Section 11.06 of the Second Lien Obligations under any Additional Second Lien Agreement, upon the consummation of any transaction permitted under such Additional Second Lien Agreement, as a result of which such Pledgor ceases to be a guarantor under such Additional Second Lien Agreement pursuant to the applicable provision(s) of such Additional Second Lien AgreementIndenture. (c) Subject to the terms of the Intercreditor Agreement, the Security Interest granted hereby in any The Collateral shall be automatically released from the Liens of this Agreement (i) if (and with respect to the extent) Lien securing the Obligations with respect to the Notes in whole or in part, as provided for in (A) Section 11.06 10.04 of the Indenture and (Bii) any applicable provision with respect to the Liens securing the Additional Second Lien Obligations of any series, in whole or in part, as provided in the Additional Second Lien Agreement then in effect, (ii) upon the effectiveness of any written consent to the release of the security interest granted in governing such Collateral pursuant to Section 11.06 of the Indenture and any applicable provision of any Additional Second Lien Agreement then in effect and (iii) as otherwise may be provided in the Intercreditor Agreementobligations. Any such release in connection with any sale, transfer or other disposition of such Collateral shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the applicable Liens and Security Interest of this Agreement. (d) In connection with any termination or release pursuant to the foregoing Section 14(aparagraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor or authorize the filing of, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 14 shall be without recourse to or warranty by the Collateral Agent.

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor Grantor and the successors and assigns thereof, thereof and shall inure to the benefit of the Collateral Agent and the other Second Lien Secured Parties and their respective successors, endorsees, transferees and assigns permitted under the Indenture until the date on which all Second Lien Secured Obligations (other than any contingent indemnity obligations for which no claim or demand for payment has been made or is not then due) shall have been satisfied by payment in fullfull (such date, the “Termination Date”), notwithstanding that from time to time during the term of the Indenture, a Guarantor may be free from any Secured Obligations. (b) Subject to the terms of the Intercreditor Agreement, a Pledgor A Grantor shall automatically be released from its obligations hereunder and Security Interest in the Collateral of such Pledgor Grantor shall be automatically released (x) as it relates to the Guarantor Obligations, Secured Obligations upon the consummation of any transaction permitted under the Indenture, as a result of which such Pledgor ceases ceasing to be a Guarantor and (y) as it relates to the Second Lien Obligations under any Additional Second Lien Agreement, upon the consummation of any transaction permitted under such Additional Second Lien Agreement, as a result of which such Pledgor ceases to be a guarantor under such Additional Second Lien Agreement pursuant to the applicable provision(s) of such Additional Second Lien Agreement. (c) Subject to the terms in accordance with Section 17.04 of the Intercreditor Agreement, the Security Interest granted hereby in any Collateral shall be automatically released from the Liens of this Agreement (i) if (and to the extent) provided for in (A) Section 11.06 of the Indenture and (B) any applicable provision of any Additional Second Lien Agreement then in effect, (ii) upon the effectiveness of any written consent to the release of the security interest granted in such Collateral pursuant to Section 11.06 of the Indenture and any applicable provision of any Additional Second Lien Agreement then in effect and (iii) as otherwise may be provided in the Intercreditor AgreementIndenture. Any such release in connection with any sale, transfer or other disposition of such Collateral shall permitted under the Indenture to (a) a Person other than an Affiliate of such Grantor or (b) a Spectrum Joint Venture shall, subject to the provisions of the Intercreditor Agreements then in effect, result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens Lien and Security Interest created hereby. (c) The Security Interest granted hereby in any Collateral shall automatically be released as it relates to the Secured Obligations (i) to the extent provided in Section 17.04 of this Agreementthe Indenture and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 10.02 of the Indenture. (d) In connection with any termination or release pursuant to the foregoing Section 14(aparagraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor Grantor or authorize the filing of, at such PledgorGrantor’s expense, all documents that such Pledgor Grantor shall reasonably request in writing to evidence such termination or releaserelease subject to, if reasonably requested by the Collateral Agent and subject to the provisions of Section 17.04 of the Indenture, the Collateral Agent’s receipt of an Officer’s Certificate of the Grantors stating that such transaction is authorized or permitted by and in compliance with the covenants and conditions of the Indenture. Any execution and delivery of documents pursuant to this Section 14 6.5 shall be without recourse to or representation or warranty by the Collateral Agent.

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor and the successors and assigns thereof, thereof and shall inure to the benefit of the Collateral Agent and the other Second Lien Secured Parties and their respective successors, endorsees, transferees and assigns permitted under the Indenture until the date on which all Second Lien Secured Obligations (other than any contingent indemnity obligations for which no claim or demand for payment has been made or is not then due) shall have been satisfied by payment in fullfull (such date, the “Termination Date”), notwithstanding that from time to time during the term of the Indenture a Pledgor may be free from any Secured Obligations. (b) Subject to the terms of the Intercreditor Agreement, a A Pledgor shall automatically be released from its obligations hereunder and Security Interest in the Collateral of such a Pledgor shall be automatically released (x) as it relates to the Guarantor Obligations, upon the consummation Secured Obligations in accordance with Section 17.04 of any transaction permitted under the Indenture, as a result of which such Pledgor ceases to be a Guarantor and (y) as it relates to the Second Lien Obligations under any Additional Second Lien Agreement, upon the consummation of any transaction permitted under such Additional Second Lien Agreement, as a result of which such Pledgor ceases to be a guarantor under such Additional Second Lien Agreement pursuant to the applicable provision(s) of such Additional Second Lien Agreement. (c) Subject to the terms of the Intercreditor Agreement, the Security Interest granted hereby in any Collateral shall be automatically released from the Liens of this Agreement (i) if (and to the extent) provided for in (A) Section 11.06 of the Indenture and (B) any applicable provision of any Additional Second Lien Agreement then in effect, (ii) upon the effectiveness of any written consent to the release of the security interest granted in such Collateral pursuant to Section 11.06 of the Indenture and any applicable provision of any Additional Second Lien Agreement then in effect and (iii) as otherwise may be provided in the Intercreditor Agreement. Any such release in connection with any sale, transfer or other disposition of such Collateral shall in accordance with Section 17.04 of the Indenture to (a) a Person other than an Affiliate of such Pledgor or (b) a Spectrum Joint Venture shall, subject to the provisions of the Intercreditor Agreements then in effect, result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens and of this Pledge Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released as it relates to the Secured Obligations (i) to the extent provided in Section 17.04 of this Agreementthe Indenture and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 10.02 of the Indenture. (d) In connection with any termination or release pursuant to the foregoing Section 14(aparagraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor or authorize the filing of, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request in writing to evidence such termination or release, subject to the provisions of Section 17.04 of the Indenture and the Collateral Agent’s receipt of an Officer’s Certificate of the applicable Pledgor stating that such transaction is authorized or permitted by and in compliance with the covenants and conditions of the Indenture. Any execution and delivery of documents pursuant to this Section 14 13 shall be without recourse to or representation or warranty by the Collateral Agent.

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor and the successors and assigns thereof, and shall inure to the benefit of the Collateral Agent and the other Second Lien Secured Parties and their respective successors, endorsees, transferees and assigns permitted under the Indenture until the date on which all Second Lien Obligations (other than than, in each case, any contingent indemnity obligations not then due) shall have been satisfied by payment in fullfull (such date, the “Termination Date”), notwithstanding that from time to time during the term of the Indenture the Guarantors may be free from any Obligations. (b) Subject to the terms of the Intercreditor Agreement, a Any Pledgor shall automatically be released from its obligations hereunder and Security Interest in the Collateral of such Pledgor shall be automatically released (x) as it relates to the Guarantor Obligations, Obligations upon the consummation of any transaction permitted under the Indenture, as a result of which such Pledgor ceases ceasing to be a Guarantor in accordance with Article Eight and (y) as it relates to Section 12.08 of the Second Lien Obligations under Indenture. Any such release in connection with any Additional Second Lien Agreementsale, upon the consummation transfer or other disposition of any transaction such Collateral permitted under the Indenture to a Person that is not a Guarantor shall result in such Additional Second Lien AgreementCollateral being sold, transferred or disposed of, as a result applicable, free and clear of which such Pledgor ceases to be a guarantor under such Additional Second Lien Agreement pursuant to the applicable provision(s) Liens of such Additional Second Lien this Pledge Agreement. (c) Subject to the terms of the Intercreditor Agreement, the Security Interest granted hereby in any The Collateral shall be automatically released from the Liens of this Pledge Agreement as it relates to the Obligations (i) if (and to the extent) extent provided for in (A) Section 11.06 Article Fourteen of the Indenture and (B) any applicable provision of any Additional Second Lien Agreement then in effect, (ii) upon the effectiveness of any written consent to the release of the security interest granted in such Collateral pursuant to Section 11.06 Article Nine of the Indenture and any applicable provision of any Additional Second Lien Agreement then in effect and (iii) as otherwise may be provided in the Intercreditor Agreement. Any such release in connection with any sale, transfer or other disposition of such Collateral shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens and Security Interest of this AgreementIndenture. (d) In connection with any termination or release pursuant to the foregoing Section 14(aparagraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor or authorize the filing of, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or releaserelease subject to the Collateral Agent’s receipt of a certification by the Issuer and the applicable Pledgor stating that such transaction is in compliance with the Indenture and the other Notes Documents and all conditions precedent to such transaction have been satisfied (upon which the Collateral Agent may conclusively rely). Any execution and delivery of documents pursuant to this Section 14 13 shall be without recourse to or warranty by the Collateral Agent.