Common use of Termination of Security Interest Clause in Contracts

Termination of Security Interest. Pursuant to the Pledge Agreement, the security interest in the Pledged Interests shall automatically terminate with respect to the Notes (i) upon payment in full of the principal of, together with premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations under this Indenture that are due and payable at or prior to the time such principal, premium, if any, and interest, are paid; (ii) upon Legal Defeasance or Covenant Defeasance pursuant to the provisions set forth in Article 8 hereof or discharge of this Indenture in accordance with the provisions set forth in Article 11 hereof; provided that the funds deposited with the Trustee, in trust, for the benefit of the Holders as required by Articles 8 and 11 hereof shall not be released other than in accordance with such provisions; or (iii) at the option of VICI Properties OP LLC, six months following the termination of the MGM Tax Protection Agreement; provided that, in the case of this clause (iii), the security interest in the Pledged Interests has been released or will be simultaneously released under the Credit Agreement and any other outstanding Capital Markets Indebtedness of the Company. Upon receipt of an Officer’s Certificate from the Company certifying the satisfaction of the foregoing conditions, the Trustee shall, at the sole expense of the Issuers, execute, deliver or acknowledge (with such notarizations as are required) any necessary or proper instruments of termination, satisfaction or release to evidence the termination of the security interest in the Pledged Interests permitted to be terminated pursuant to the Pledge Agreement. The Trustee shall not be liable for any such release undertaken in reliance upon any such Officer’s Certificate, and notwithstanding any term hereof or in the Pledge Agreement to the contrary, the Trustee shall not be under any obligation to release any such security interest, or execute and deliver any such instrument of termination, satisfaction or release, unless and until it receives such Officer’s Certificate.

Termination of Security Interest. Pursuant (a) Upon the Payment in Full of the Obligations, the 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 Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Pledge Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be sold or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the security interest Collateral Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the Pledged event that all the Equity Interests in such Guarantor shall automatically terminate with respect to be sold or otherwise disposed of in a transaction permitted by the Notes (i) upon payment in full of the principal of, together with premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations under this Indenture that are due and payable at or prior to the time such principal, premium, if any, and interest, are paid; (ii) upon Legal Defeasance or Covenant Defeasance pursuant to the provisions set forth in Article 8 hereof or discharge of this Indenture in accordance with the provisions set forth in Article 11 hereofCredit Agreement; provided that the funds deposited with Borrower shall have delivered to the TrusteeCollateral Agent, in trust, for at least seven Business Days prior to the benefit date of the Holders proposed release (or such shorter time as required by Articles 8 the Collateral Agent may agree), a written request for such release identifying the relevant Guarantor and 11 hereof shall not be released other than in accordance with such provisions; or (iii) at the option of VICI Properties OP LLC, six months following the termination terms of the MGM Tax Protection Agreement; provided thatrelevant sale or other disposition in reasonable detail, including the price thereof and any expenses incurred in connection therewith, together with a certification by the case of this clause (iii), the security interest Borrower stating that such transaction is in the Pledged Interests has been released or will be simultaneously released under compliance with the Credit Agreement and the other Loan Documents. (c) Each Grantor acknowledges that it is not authorized to file any other outstanding Capital Markets Indebtedness financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Company. Upon receipt of an OfficerCollateral Agent, subject to such Grantor’s Certificate from the Company certifying the satisfaction rights under Section 9-509(d)(2) of the foregoing conditions, the Trustee shall, at the sole expense of the Issuers, execute, deliver or acknowledge (with such notarizations as are required) any necessary or proper instruments of termination, satisfaction or release to evidence the termination of the security interest in the Pledged Interests permitted to be terminated pursuant to the Pledge Agreement. The Trustee shall not be liable for any such release undertaken in reliance upon any such Officer’s Certificate, and notwithstanding any term hereof or in the Pledge Agreement to the contrary, the Trustee shall not be under any obligation to release any such security interest, or execute and deliver any such instrument of termination, satisfaction or release, unless and until it receives such Officer’s CertificateNew York UCC.

Termination of Security Interest. Pursuant to The Trustee shall, at the Pledge Agreementrequest of the Issuer upon having provided the Trustee an Officer’s Certificate (which shall certify, among other things, that all action under the security interest in the Pledged Interests shall automatically terminate relevant Collateral Document(s) with respect to the Notes release of the security thereunder has been taken and the release of the Collateral complies with the terms of the relevant Collateral Document(s)) and Opinion of Counsel certifying compliance with this Section 10.05, execute and deliver a certificate to the Security Agent releasing the relevant Collateral or other appropriate instrument evidencing such release (in the form provided by and at the expense of the Issuer): (i) in connection with any sale or other disposition of property and assets, if such sale or other disposition does not violate Section 4.10 hereof; (ii) with respect to a Guarantor that is released from its Note Guarantee pursuant to the terms of this Indenture and the Intercreditor Agreement, the release of property and assets, and Capital Stock of such Guarantor; (iii) in accordance with Article 9 hereof; (iv) upon the full and final payment in full and performance of all Obligations of the principal of, together with premium, if any, Issuer and accrued and unpaid interest on, the Notes and all other Obligations Guarantors under this Indenture that are due and payable at or prior to the time such principal, premium, if any, and interest, are paid; Notes; (iiv) upon a Legal Defeasance or Covenant Defeasance pursuant to the provisions set forth as provided for in Article 8 hereof or satisfaction and discharge of this Indenture in accordance with the provisions set forth as provided for in Article 11 hereof; provided that 12; (vi) if the funds deposited with Parent designates any Restricted Subsidiary to be an Unrestricted Subsidiary pursuant to the Trusteeterms of this Indenture, in trustthe release of property and assets, for and Capital Stock, of such Restricted Subsidiary; (vii) if on any date following the benefit Issue Date the Notes have achieved Investment Grade Status (taking into account the expected release of the Holders as required by Articles 8 and 11 hereof shall not be released other than in accordance with such provisions; or (iii) at the option of VICI Properties OP LLC, six months following the termination of the MGM Tax Protection Agreement; provided that, in the case of this clause (iiiCollateral), the security interest in Issuer has delivered a written notice thereof to the Pledged Interests Trustee and no Default has been released or will be simultaneously released occurred and is continuing under the Credit Agreement and any other outstanding Capital Markets Indebtedness Indenture as of the Company. Upon receipt date of an Officer’s Certificate from the Company certifying the satisfaction delivery of the foregoing conditions, the Trustee shall, at the sole expense of the Issuers, execute, deliver or acknowledge such notice; (with such notarizations viii) as are required) any necessary or proper instruments of termination, satisfaction or release to evidence the termination of the security interest in the Pledged Interests may be permitted to be terminated pursuant to the Pledge Agreement. The Trustee shall not be liable for any such release undertaken covenant described in reliance upon any such Officer’s Certificate, Section 4.19; (ix) if all other Liens on the Collateral securing Indebtedness (other than Permitted Collateral Liens described in clause (6) of the definition thereof) are released and notwithstanding any term hereof or in the Pledge Agreement Issuer has delivered a written notice thereof to the contrary, Trustee; or (x) in connection with an enforcement sale under the Trustee shall not be under any obligation to release any such security interest, or execute and deliver any such instrument of termination, satisfaction or release, unless and until it receives such Officer’s CertificateIntercreditor Agreement.

Termination of Security Interest. Pursuant to The Trustee shall, at the Pledge Agreementrequest of the Issuer or a Guarantor upon having provided the Trustee an Officer’s Certificate (which shall certify, among other things, that all action under the security interest in the Pledged Interests shall automatically terminate relevant Security Document(s) with respect to the Notes release of the security thereunder has been taken and the release of the Collateral complies with the terms of the relevant Security Document(s)) and Opinion of Counsel certifying compliance with this Section 10.05, execute and deliver a certificate to the Security Agent releasing the relevant Collateral or other appropriate instrument evidencing such release (in the form provided by the Issuer): (i) upon the full and final payment in full and performance of all Obligations of the principal of, together with premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations Issuer under this Indenture that are due and payable at or prior to the time such principal, premium, if any, and interest, are paid; Notes; (ii) upon a Legal Defeasance or Covenant Defeasance pursuant to the provisions set forth as provided for in Article 8 hereof or satisfaction and discharge of this Indenture as provided for in Article 13; (iii) with respect to a Guarantor other than Wind, in connection with any sale, assignment, transfer, conveyance or other disposition of all of the Capital Stock of such Guarantor or all of the assets of such Guarantor (other than to an Affiliate of Wind or any of its Subsidiaries), if the sale or other disposition is in compliance with the provisions of this Indenture including, without limitation, Section 4.10; (iv) (A) in the case of a Guarantor (other than Wind) that is released from its Guarantee pursuant to clause (vi) of Section 11.06, the release of the property and assets, and Capital Stock, of such Guarantor or (B) pursuant Section 4.12; (v) in connection with an enforcement sale in compliance with the Priority Agreement; (vi) with respect to a Guarantor (if any) other than Wind, if Wind designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (vii) as described in Article 9. In addition, subject to the conditions set forth in Article 11 hereof; provided that the funds deposited with the TrusteePriority Agreement, in trust, for the benefit a pledge of the Holders as required by Articles 8 and 11 hereof shall not shares of Wind’s Subsidiaries (if any) will be automatically released at the time of an enforcement sale of the pledged entity or of the assets or shares of any direct or indirect parent entity of such Subsidiary (other than in accordance with such provisions; or (iii) at the option of VICI Properties OP LLC, six months following the termination of the MGM Tax Protection Agreement; provided that, in the case of this clause (iiiWind), the security interest in the Pledged Interests has been released or will be simultaneously released under the Credit Agreement and any other outstanding Capital Markets Indebtedness of the Company. Upon receipt of an Officer’s Certificate from the Company certifying the satisfaction of the foregoing conditions, the Trustee shall, at the sole expense of the Issuers, execute, deliver or acknowledge (with such notarizations as are required) any necessary or proper instruments of termination, satisfaction or release to evidence the termination of the security interest in the Pledged Interests permitted to be terminated pursuant to the Pledge Agreement. The Trustee shall not be liable for any such release undertaken in reliance upon any such Officer’s Certificate, and notwithstanding any term hereof or in the Pledge Agreement to the contrary, the Trustee shall not be under any obligation to release any such security interest, or execute and deliver any such instrument of termination, satisfaction or release, unless and until it receives such Officer’s Certificate.

Termination of Security Interest. Pursuant to The Trustee shall, at the Pledge Agreementrequest of the Issuer upon having provided the Trustee an Officer’s Certificate (which shall certify, among other things, that all action under the security interest in the Pledged Interests shall automatically terminate relevant Collateral Document(s) with respect to the Notes release of the security thereunder has been taken and the release of the Collateral complies with the terms of the relevant Collateral Document(s)) and Opinion of Counsel certifying compliance with this Section 10.05, execute and deliver a certificate to the Security Agent releasing the relevant Collateral or other appropriate instrument evidencing such release (in the form provided by and at the expense of the Issuer): (i) in connection with any sale or other disposition of property and assets, if such sale or other disposition does not violate Section 4.10 hereof; (ii) with respect to a Guarantor that is released from its Note Guarantee pursuant to the terms of this Indenture and the Intercreditor Agreement, the release of property and assets, and Capital Stock of such Guarantor; (iii) in accordance with Article 9 hereof; (iv) upon the full and final payment in full and performance of all Obligations of the principal of, together with premium, if any, Issuer and accrued and unpaid interest on, the Notes and all other Obligations Guarantors under this Indenture that are due and payable at or prior to the time such principal, premium, if any, and interest, are paid; Notes; (iiv) upon a Legal Defeasance or Covenant Defeasance pursuant to the provisions set forth as provided for in Article 8 hereof or satisfaction and discharge of this Indenture in accordance with the provisions set forth as provided for in Article 11 hereof; provided that 12; (vi) if the funds deposited with Parent designates any Restricted Subsidiary to be an Unrestricted Subsidiary pursuant to the Trusteeterms of this Indenture, in trustthe release of property and assets, for and Capital Stock, of such Restricted Subsidiary; (vii) if on any date following the benefit Issue Date the Notes have achieved Investment Grade Status (taking into account the expected release of the Holders as required by Articles 8 and 11 hereof shall not be released other than in accordance with such provisions; or (iii) at the option of VICI Properties OP LLC, six months following the termination of the MGM Tax Protection Agreement; provided that, in the case of this clause (iiiCollateral), the security interest in Issuer has delivered a written notice thereof to the Pledged Interests Trustee and no Default has been released or will be simultaneously released occurred and is continuing under the Credit Agreement and any other outstanding Capital Markets Indebtedness this Indenture as of the Company. Upon receipt date of an Officer’s Certificate from the Company certifying the satisfaction delivery of the foregoing conditions, the Trustee shall, at the sole expense of the Issuers, execute, deliver or acknowledge such notice; (with such notarizations viii) as are required) any necessary or proper instruments of termination, satisfaction or release to evidence the termination of the security interest in the Pledged Interests may be permitted to be terminated pursuant to the Pledge Agreement. The Trustee shall not be liable for any such release undertaken covenant described in reliance upon any such Officer’s Certificate, Section 4.19; (ix) if all other Liens on the Collateral securing Indebtedness (other than Permitted Collateral Liens described in clause (6) of the definition thereof) are released and notwithstanding any term hereof or in the Pledge Agreement Issuer has delivered a written notice thereof to the contrary, Trustee; or (x) in connection with an enforcement sale under the Trustee shall not be under any obligation to release any such security interest, or execute and deliver any such instrument of termination, satisfaction or release, unless and until it receives such Officer’s CertificateIntercreditor Agreement.

Termination of Security Interest. Pursuant Release of Security Interest and Return of Collateral to Grantor. Upon the Pledge Agreement, the security interest in the Pledged Interests shall automatically terminate with respect to the Notes (i) upon payment in full of the principal of, together with premium, if any, and accrued and unpaid interest on, the Notes and all other Secured Obligations under this Indenture that are due and payable at or prior to the time such principal, premium, if any, and interest, are paid; (ii) upon Legal Defeasance or Covenant Defeasance pursuant to the provisions set forth in Article 8 hereof or discharge of this Indenture in accordance with the provisions set forth in Article 11 hereof; provided that the funds deposited with the Trustee, in trust, for the benefit of the Holders as required by Articles 8 and 11 hereof shall not be released other than in accordance with such provisions; or (iii) at the option of VICI Properties OP LLC, six months following contingent obligations that survive the termination of the MGM Tax Protection Loan Agreement; provided that, in the case of this clause (iii), the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantor. Lender covenants and agrees that upon, but not later than five (5) days after, any such termination: (a) at the Grantor’s expense, Lender shall execute and deliver to the Grantor and/or any designee thereof, upon request of Grantor, any documents and/or instruments, in form and substance acceptable to Grantor, including financing statement amendments, releases or terminations suitable for filing in the Pledged Interests has been released office of Secretary of State of each jurisdiction where Lender filed any UCC-1 financing statements with respect to any or will be simultaneously released under all of the Credit Agreement Collateral, to evidence the release and/or termination of all of Lender’s security interests, Liens and any other outstanding Capital Markets Indebtedness of rights or interests created hereunder in or to the CompanyCollateral. Upon receipt of an Officer’s Certificate from the Company certifying the satisfaction of the foregoing conditionsIn addition, the Trustee shall, at the sole expense of the Issuers, execute, deliver or acknowledge (with upon any such notarizations as are required) any necessary or proper instruments of termination, satisfaction or release to evidence the termination of the Lender’s security interest in the Pledged Interests permitted to be terminated pursuant to Collateral, (i) the Pledge Agreement. The Trustee shall not be liable for security interest and any such release undertaken in reliance upon any such Officer’s Certificate, and notwithstanding any term hereof all Liens on or in the Pledge Agreement Collateral granted pursuant hereto shall be deemed to be and shall be automatically released, without the contrarynecessity of any action by Grantor or Lender and (ii) Lender hereby authorizes Grantor to file any or all of the documents and instruments described in clause (a) above, all as Grantor may request; and (b) at Grantor’s expense, Lender shall deliver or caused to be delivered to Grantor, by such method of delivery as shall be designated by Grantor, the Trustee shall not be under any obligation Pledged Stock which was delivered into the possession of Lender pursuant to release any such security interest, or execute and deliver any such instrument of termination, satisfaction or release, unless and until it receives such Officer’s Certificatethis Agreement.

Termination of Security Interest. Pursuant The Collateral shall be released from the Lien and security interest created by the Security Documents, all without delivery of any instrument or performance of any act by any party, at any time or from time to time in accordance with the provisions of the Security Documents or as provided by this Section 11.5. Upon such release, all rights in the Collateral shall revert to the Pledge Agreement, Company and the security interest in Subsidiary Guarantors. The Collateral shall be released from the Pledged Interests shall automatically terminate with respect to Liens securing the Notes Securities under one or more of the following circumstances: (ia) upon payment in full satisfaction and discharge of the principal of, together with premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations under this Indenture that are due and payable at or prior pursuant to the time such principal, premium, if any, and interest, are paid; Article VIII; (iib) upon Legal Defeasance or Covenant Defeasance pursuant in accordance with Article VIII; (c) upon payment in full in cash and discharge of all Securities outstanding under this Indenture and all other Obligations that are outstanding, due and payable under this Indenture and the other Note Documents at the time the Securities are paid in full in cash and discharged; (d) as to any Collateral of the Company or a Subsidiary Guarantor that becomes an Excluded Subisidary, is sold, transferred or otherwise disposed of by the Company or any Subsidiary Guarantor to a Person that is not (either before or after such sale, transfer or disposition) the Company or a Restricted Subsidiary of the Company in a transaction or other circumstance that does not violate Section 3.5 (other than the obligation to apply proceeds of such Asset Disposition as provided in Section 3.5) and is permitted (or not prohibited) by the Note Documents, at the time of such sale, transfer or other disposition or to the provisions set forth extent of the interest sold, transferred or otherwise disposed of (including a release of the Receivables or related contracts giving rise to Receivables from time to time in Article 8 hereof connection with a Qualified Receivables Transaction); provided that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or discharge disposition is subject to Section 4.1; (e) in whole or in part, with the consent of this Indenture the Holders of the requisite percentage of Securities in accordance with the provisions set forth in Article 11 IX hereof; (f) with respect to the assets of any Subsidiary Guarantor, at the time such Subsidiary Guarantor is released from its Subsidiary Guarantee pursuant to the terms of Article X; provided that or (g) if and to the funds deposited with extent required by the Trustee, in trust, for the benefit provisions of the Holders Collateral Trust Agreement or the provisions of the Intercreditor Agreement. The Collateral Trustee and the Trustee (to the extent required or necessary) upon receipt of an Officers’ Certificate and Opinion of Counsel will take all necessary action required to effectuate any release of Collateral (or any assets and property constituting Excluded Collateral) securing the Securities and the Subsidiary Guarantees, as required requested by Articles 8 and 11 hereof shall not be released other than at the cost and expense of the Company, in accordance with such provisions; or (iii) at the option of VICI Properties OP LLC, six months following the termination of the MGM Tax Protection Agreement; provided that, in the case provisions of this clause (iii)Indenture, the security interest in the Pledged Interests has been released or will be simultaneously released under the Credit Intercreditor Agreement and any other outstanding Capital Markets Indebtedness of the Company. Upon receipt of an Officer’s Certificate from the Company certifying the satisfaction of the foregoing conditions, the Trustee shall, at the sole expense of the Issuers, execute, deliver or acknowledge (with such notarizations as are required) any necessary or proper instruments of termination, satisfaction or release to evidence the termination of the security interest in the Pledged Interests permitted to be terminated pursuant to the Pledge Agreement. The Trustee shall not be liable for any such release undertaken in reliance upon any such Officer’s Certificate, and notwithstanding any term hereof or in the Pledge Agreement to the contrary, the Trustee shall not be under any obligation to release any such security interest, or execute and deliver any such instrument of termination, satisfaction or release, unless and until it receives such Officer’s Certificaterelevant Security Document.

Termination of Security Interest. Pursuant The Collateral shall be released from the Lien and security interest created by the Security Documents, all without delivery of any instrument or performance of any act by any party, at any time or from time to time in accordance with the provisions of the Security Documents or as provided by this Section 11.05. Upon such release, all rights in the Collateral shall revert to the Pledge Agreement, Issuers and the security interest in the Pledged Interests Guarantors. The Collateral shall automatically terminate with respect to the Notes (i) upon payment in full be released under one or more of the principal of, together with premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations under this Indenture that are due and payable at or prior to the time such principal, premium, if any, and interest, are paid; following circumstances: (iia) upon Legal Defeasance or Covenant Defeasance pursuant to the provisions set forth in accordance with Article 8 hereof VIII or satisfaction and discharge of this Indenture in accordance with Article XII; (b) upon payment in full in cash and discharge of all Notes outstanding under the Indenture and all other Obligations that are outstanding, due and payable under the Indenture and the other Note Documents at the time the Notes are paid in full in cash and discharged; (c) as to any Collateral of any Issuer or a Guarantor that is sold, transferred or otherwise disposed of by such Issuer or Guarantor to a Person that is not (either before or after such sale, transfer or disposition) the Company or a Restricted Subsidiary of the Company in a transaction or other circumstance that does not violate the provisions described in Section 4.07(a) (other than the obligation to apply proceeds of such Asset Sale as provided in such provision) and is permitted by all of the other Note Documents, at the time of such sale, transfer or other disposition to the extent of the interest sold, transferred or otherwise disposed of; provided that the Collateral Agent’s Liens upon the Collateral will not be released if the sale or disposition is subject to Section 5.01(a); (d) in whole or in part, with the consent of the Holders of the requisite percentage of Notes in accordance with the provisions set forth in Article 11 IX hereof; provided that the funds deposited with the Trustee, in trust, for the benefit of the Holders as required by Articles 8 and 11 hereof shall not be released other than in accordance with such provisions; or ; (iiie) at the option of VICI Properties OP LLC, six months following the termination of the MGM Tax Protection Agreement; provided that, in the case of this clause (iii)a Guarantor that is released from its Note Guaranty pursuant to the terms of Section 10.04 hereof, the security interest in release of the Pledged Interests has been released property, assets of such Guarantor; or (f) if and to the extent required by the provisions of the Pari Passu Second Lien Intercreditor Agreement or the provisions of the First Lien/Second Lien Intercreditor Agreement. The Collateral Agent and the Trustee (to the extent required or necessary) upon receipt of an Officers’ Certificate and Opinion of Counsel will be simultaneously released under take all necessary action required to effectuate any release of Collateral securing the Credit Agreement Notes and any other outstanding Capital Markets Indebtedness the Note Guaranties, as requested by and at the cost and expense of the Company. Upon receipt of an Officer’s Certificate from , in accordance with the Company certifying the satisfaction provisions of the foregoing conditionsIndenture, the Trustee shall, at the sole expense of the Issuers, execute, deliver or acknowledge (with such notarizations as are required) any necessary or proper instruments of termination, satisfaction or release to evidence the termination of the security interest in the Pledged Interests permitted to be terminated pursuant to the Pledge Pari Passu Second Lien Intercreditor Agreement. The Trustee shall not be liable for any such release undertaken in reliance upon any such Officer’s Certificate, and notwithstanding any term hereof or in the Pledge Agreement to the contrary, the Trustee shall not be under any obligation to release any such security interest, or execute First Lien/Second Lien Intercreditor Agreement and deliver any such instrument of termination, satisfaction or release, unless and until it receives such Officer’s Certificatethe relevant Security Document.

Termination of Security Interest. Pursuant The Collateral shall be released from the Lien and security interest created by the Security Documents, all without delivery of any instrument or performance of any act by any party, at any time or from time to time in accordance with the provisions of the Security Documents or as provided by this Section 11.05. Upon such release, all rights in the Collateral shall revert to the Pledge Agreement, Issuers and the security interest in the Pledged Interests Guarantors. The Collateral shall automatically terminate with respect to the Notes (i) upon payment in full be released under one or more of the principal of, together with premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations under this Indenture that are due and payable at or prior to the time such principal, premium, if any, and interest, are paid; following circumstances: (iia) upon Legal Defeasance or Covenant Defeasance pursuant to the provisions set forth in accordance with Article 8 hereof VIII or satisfaction and discharge of this Indenture in accordance with Article XII; (b) upon payment in full in cash and discharge of all Notes outstanding under the Indenture and all other Obligations that are outstanding, due and payable under the Indenture and the other Note Documents at the time the Notes are paid in full in cash and discharged; (c) as to any Collateral of any Issuer or a Guarantor that is sold, transferred or otherwise disposed of by such Issuer or Guarantor to a Person that is not (either before or after such sale, transfer or disposition) the Company or a Restricted Subsidiary of the Company in a transaction or other circumstance that does not violate the provisions described in Section [4.06 or] 4.07 (other than the obligation to apply proceeds of such Asset Sale as provided in such provision and Section 2.19) and is permitted by all of the other Note Documents, at the time of such sale, transfer or other disposition to the extent of the interest sold, transferred or otherwise disposed of; provided that the Collateral Agent’s Liens upon the Collateral will not be released if the sale or disposition is subject to Section 5.01(a); (d) in whole or in part, with the consent of the Holders of the requisite percentage of Notes in accordance with the provisions set forth in Article 11 IX hereof; provided that the funds deposited with the Trustee, in trust, for the benefit of the Holders as required by Articles 8 and 11 hereof shall not be released other than in accordance with such provisions; or ; (iiie) at the option of VICI Properties OP LLC, six months following the termination of the MGM Tax Protection Agreement; provided that, in the case of this clause (iii)a Guarantor that is released from its Note Guaranty pursuant to the terms of Section 10.04 hereof, the security interest in the Pledged Interests has been released or will be simultaneously released under the Credit Agreement and any other outstanding Capital Markets Indebtedness release of the Companyproperty, assets of such Guarantor; (f) [Reserved]; or (g) to the extent constituting Excluded Collateral. Upon The Collateral Agent and the Trustee (to the extent required or necessary) upon receipt of an Officer’s Certificate from and Opinion of Counsel will take all necessary action required to effectuate any release of Collateral (or any assets and property constituting Excluded Collateral) securing the Company certifying Notes and the satisfaction of the foregoing conditionsNote Guaranties, the Trustee shall, as requested by and at the sole cost and expense of the IssuersCompany, execute, deliver or acknowledge (in accordance with such notarizations as are required) any necessary or proper instruments of termination, satisfaction or release to evidence the termination provisions of the security interest in Indenture and the Pledged Interests permitted to be terminated pursuant to the Pledge Agreement. The Trustee shall not be liable for any such release undertaken in reliance upon any such Officer’s Certificate, and notwithstanding any term hereof or in the Pledge Agreement to the contrary, the Trustee shall not be under any obligation to release any such security interest, or execute and deliver any such instrument of termination, satisfaction or release, unless and until it receives such Officer’s Certificaterelevant Security Document.

Termination of Security Interest. Pursuant to the Pledge This Agreement, and the security interest in the Pledged Interests interests created or granted hereby, shall automatically terminate with respect to and be released on the Notes date at which (i) the commitments of Foothill to extend credit to Borrower under the Loan Agreement have been irrevocably terminated, and (ii) all Secured Obligations have been fully and finally paid in cash. In addition, upon payment in full any Asset Disposition by any Pledgor of any of the principal of, together with premiumPledged Collateral to the extent permitted under the Loan Agreement (and the application of the proceeds thereof, if any, and accrued and unpaid interest on, the Notes and all other Obligations under this Indenture that are due and payable at or prior to the time such principal, premium, if any, and interest, are paid; (ii) upon Legal Defeasance or Covenant Defeasance pursuant to the provisions set forth in Article 8 hereof or discharge of this Indenture in accordance with the provisions set forth in Article 11 hereof; provided that the funds deposited with the Trustee, in trust, for the benefit of the Holders as required by Articles 8 and 11 hereof shall not be released other than in accordance with such provisions; or (iii) at the option of VICI Properties OP LLC, six months following the termination of the MGM Tax Protection Loan Agreement; provided that, in the case of this clause (iii), Foothill shall release the security interest created or granted hereby in respect of the Pledged Interests has been released or will be simultaneously released under Collateral (but not the Credit Agreement and any other outstanding Capital Markets Indebtedness proceeds thereof) that is the subject of the Companysuch permitted Asset Disposition. Upon receipt of an Officer’s Certificate from the Company certifying the satisfaction of the foregoing conditions, the Trustee shall, at the sole expense of the Issuers, execute, deliver or acknowledge (with such notarizations as are required) any necessary or proper instruments of termination, satisfaction or release to evidence the termination of the security interest created by this Agreement in any of the Pledged Interests permitted Collateral pursuant to be terminated this Section 17, Foothill (without recourse upon, or any representation or warranty whatsoever by, Foothill) shall promptly (i) return, transfer and deliver to the applicable Pledgor all certificates, instruments and other property held by Foothill pursuant to this Agreement representing or evidencing such Pledged Collateral as shall not have been sold or otherwise applied pursuant to the Pledge Agreement. The Trustee terms hereof, as the case may be, all without recourse upon, or representation or warranty whatsoever by, Foothill, except that the same shall not be liable for free and clear of any such release undertaken claims, liens or encumbrances created by or in reliance upon any such Officer’s Certificaterespect of Foothill, and notwithstanding any term hereof or in at the Pledge Agreement to the contrarycost and expense of such Pledgor, the Trustee shall not be under any obligation to release any such security interest, or and (ii) execute and deliver any to each Pledgor (at the cost and expense of such instrument Pledgor) such instruments as may be reasonably requested by such Pledgor acknowledging the release of termination, satisfaction or release, unless and until it receives such Officer’s Certificatesecurity interest with respect to such Pledged Collateral.

Termination of Security Interest. Pursuant The Collateral shall be released from the Lien and security interest created by the Security Documents, all without delivery of any instrument or performance of any act by any party, at any time or from time to time in accordance with the provisions of the Security Documents or as provided by this Section 11.05. Upon such release, all rights in the Collateral shall revert to the Pledge Agreement, Issuers and the security interest in the Pledged Interests Guarantors. The Collateral shall automatically terminate with respect to the Notes (i) upon payment in full be released under one or more of the principal of, together with premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations under this Indenture that are due and payable at or prior to the time such principal, premium, if any, and interest, are paid; following circumstances: (iia) upon Legal Defeasance or Covenant Defeasance pursuant to the provisions set forth in accordance with Article 8 hereof VIII or satisfaction and discharge of this Indenture in accordance with Article XII; (b) upon payment in full in cash and discharge of all Notes outstanding under the Indenture and all other Obligations that are outstanding, due and payable under the Indenture and the other Note Documents at the time the Notes are paid in full in cash and discharged; (c) as to any Collateral of any Issuer or a Guarantor that is sold, transferred or otherwise disposed of by such Issuer or Guarantor to a Person that is not (either before or after such sale, transfer or disposition) the Company or a Restricted Subsidiary of the Company in a transaction or other circumstance that does not violate the provisions described in Section [4.06 or] 4.07 (other than the obligation to apply proceeds of such Asset Sale as provided in such provision and Section 2.19) and is permitted by all of the other Note Documents, at the time of such sale, transfer or other disposition to the extent of the interest sold, transferred or otherwise disposed of; provided that the Collateral Agent’s Liens upon the Collateral will not be released if the sale or disposition is subject to Section 5.01(a); (d) in whole or in part, with the consent of the Holders of the requisite percentage of Notes in accordance with the provisions set forth in Article 11 IX hereof; provided that the funds deposited with the Trustee, in trust, for the benefit of the Holders as required by Articles 8 and 11 hereof shall not be released other than in accordance with such provisions; or ; (iiie) at the option of VICI Properties OP LLC, six months following the termination of the MGM Tax Protection Agreement; provided that, in the case of this clause (iii)a Guarantor that is released from its Note Guaranty pursuant to the terms of Section 10.04 hereof, the security interest in release of the Pledged Interests has been released property, assets of such Guarantor; (f) [Reserved]; or (g) to the extent constituting Excluded Collateral. The Collateral Agent and the Trustee (to the extent required or necessary) upon receipt of an Officers’ Certificate and Opinion of Counsel will be simultaneously released under take all necessary action required to effectuate any release of Collateral (or any assets and property constituting Excluded Collateral) securing the Credit Agreement Notes and any other outstanding Capital Markets Indebtedness the Note Guaranties, as requested by and at the cost and expense of the Company. Upon receipt of an Officer’s Certificate from , in accordance with the Company certifying the satisfaction provisions of the foregoing conditions, Indenture and the Trustee shall, at the sole expense of the Issuers, execute, deliver or acknowledge (with such notarizations as are required) any necessary or proper instruments of termination, satisfaction or release to evidence the termination of the security interest in the Pledged Interests permitted to be terminated pursuant to the Pledge Agreement. The Trustee shall not be liable for any such release undertaken in reliance upon any such Officer’s Certificate, and notwithstanding any term hereof or in the Pledge Agreement to the contrary, the Trustee shall not be under any obligation to release any such security interest, or execute and deliver any such instrument of termination, satisfaction or release, unless and until it receives such Officer’s Certificaterelevant Security Document.

Termination of Security Interest. Pursuant The Collateral shall be released from the Lien and security interest created by the Security Documents, all without delivery of any instrument or performance of any act by any party, at any time or from time to time in accordance with the provisions of the Security Documents or as provided by this Section 11.05. Upon such release, all rights in the Collateral shall revert to the Pledge Agreement, Issuers and the security interest in the Pledged Interests Guarantors. The Collateral shall automatically terminate with respect to the Notes (i) upon payment in full be released under one or more of the principal of, together with premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations under this Indenture that are due and payable at or prior to the time such principal, premium, if any, and interest, are paid; following circumstances: (iia) upon Legal Defeasance or Covenant Defeasance pursuant to the provisions set forth in accordance with Article 8 hereof VIII or satisfaction and discharge of this Indenture in accordance with Article XII; (b) upon payment in full in cash and discharge of all Notes outstanding under the Indenture and all other Obligations that are outstanding, due and payable under the Indenture and the other Note Documents at the time the Notes are paid in full in cash and discharged; (c) as to any Collateral of any Issuer or a Guarantor that is sold, transferred or otherwise disposed of by such Issuer or Guarantor to a Person that is not (either before or after such sale, transfer or disposition) the Company or a Restricted Subsidiary of the Company in a transaction or other circumstance that does not violate the provisions described in Section 4.07(a) (other than the obligation to apply proceeds of such Asset Sale as provided in such provision) and is permitted by all of the other Note Documents, at the time of such sale, transfer or other disposition to the extent of the interest sold, transferred or otherwise disposed of; provided that the Collateral Agent’s Liens upon the Collateral will not be released if the sale or disposition is subject to Section 5.01(a); (d) in whole or in part, with the consent of the Holders of the requisite percentage of Notes in accordance with the provisions set forth in Article 11 IX hereof; provided that the funds deposited with the Trustee, in trust, for the benefit of the Holders as required by Articles 8 and 11 hereof shall not be released other than in accordance with such provisions; or ; (iiie) at the option of VICI Properties OP LLC, six months following the termination of the MGM Tax Protection Agreement; provided that, in the case of this clause (iii)a Guarantor that is released from its Note Guaranty pursuant to the terms of Section 10.04 hereof, the security interest in release of the Pledged Interests has been released property, assets of such Guarantor; (f) if and to the extent required by the provisions of the Pari Passu Second Lien Intercreditor Agreement or the provisions of the First Lien/Second Lien Intercreditor Agreement; or (g) to the extent constituting Excluded Collateral. The Collateral Agent and the Trustee (to the extent required or necessary) upon receipt of an Officers’ Certificate and Opinion of Counsel will be simultaneously released under take all necessary action required to effectuate any release of Collateral (or any assets and property constituting Excluded Collateral) securing the Credit Agreement Notes and any other outstanding Capital Markets Indebtedness the Note Guaranties, as requested by and at the cost and expense of the Company. Upon receipt of an Officer’s Certificate from , in accordance with the Company certifying the satisfaction provisions of the foregoing conditionsIndenture, the Trustee shall, at the sole expense of the Issuers, execute, deliver or acknowledge (with such notarizations as are required) any necessary or proper instruments of termination, satisfaction or release to evidence the termination of the security interest in the Pledged Interests permitted to be terminated pursuant to the Pledge Pari Passu Second Lien Intercreditor Agreement. The Trustee shall not be liable for any such release undertaken in reliance upon any such Officer’s Certificate, and notwithstanding any term hereof or in the Pledge Agreement to the contrary, the Trustee shall not be under any obligation to release any such security interest, or execute First Lien/Second Lien Intercreditor Agreement and deliver any such instrument of termination, satisfaction or release, unless and until it receives such Officer’s Certificatethe relevant Security Document.