Common use of Termination or Release Clause in Contracts

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) This Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Loan Document Obligations under the Loan Documents (other than (x) contingent or unliquidated obligations under Secured Hedge Agreements or liabilities not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligationsthen due) have been paid in full in cash or immediately available funds and the Lenders have no further commitment to lend under the Credit Agreement, the Revolving L/C Obligations have Exposure has been reduced to zero (unless or cash collateral collateralized or other supported by back-to-back letter of credit support in form and substance and from an issuing bank satisfactory to the L/C Issuer thereof in its sole discretion has been providedAdministrative Agent and the Issuing Bank) and the L/C Issuers have each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiaryotherwise ceases to be a Guarantor; provided that such portion of the Required Lenders as shall be required by the terms of the Credit Agreement to have consented to such transaction (to the extent such consent is required by the Credit Agreement) shall have consented thereto and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Credit AgreementAgreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) Upon the transfer by any Loan Party of Equity Interests in a “first tier Foreign Subsidiary or “first tier” Qualified CFC Holding Company to a “first tier” Foreign Subsidiary or “first tier” Qualified CFC Holding Company in accordance with Section 6.05(d) of the Credit Agreement, the pledge of Equity Interests so transferred shall be automatically released. (e) In connection with any termination or release pursuant to paragraph (a), (b) or ), (c)) and (d) of this Section 7.15, the Administrative Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Administrative Agent shall perform not be required to take any action under this Section 7.15(e) unless such other actions Pledgor shall have delivered to the Administrative Agent together with such request, which may be incorporated into such request, (i) a reasonably requested by such Grantor detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Borrower or such release, including delivery of certificates, securities Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and instrumentswas consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 5.13 7.15 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 6.13 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security interests granted hereby Guarantees made herein shall terminate with respect to all Secured Guaranteed Obligations when (i) all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) Commitments have expired or been paid in full terminated and the Lenders have no further commitment to lend under the Term Loan Credit Agreement and (ii) all principal and interest in respect of each Loan and all other Guaranteed Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Obligations in respect of obligations that may thereafter arise with respect to any Secured Hedge Agreement or any Cash Management Services agreement, in each case, not yet due and payable, unless the Collateral Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to each applicable Hedge Bank or Cash Management Bank in respect thereof have not been made) shall have been paid in full in cash, provided, however, that in connection with the termination of this Agreement, the L/C Obligations have been reduced Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to zero protect the Secured Parties against (unless cash collateral or other credit support satisfactory x) loss on account of credits previously applied to the L/C Issuer thereof in its sole discretion has been providedGuaranteed Obligations that may subsequently be reversed or revoked, and (y) and any obligations that may thereafter arise with respect to Secured Hedge Agreements or Cash Management Obligations to the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreementextent not provided for thereunder. (b) A Guarantor that is a Restricted Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary circumstances set forth in Section 9.11 of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Term Loan Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph clauses (a), ) or (b) or (c)above, the Administrative Agent and the Collateral Agent shall promptly execute and deliver to any GrantorGuarantor, at such GrantorGuarantor’s expense, all documents that such Grantor Guarantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 4.12 shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent. (d) At any time that the respective Guarantor desires that the Administrative Agent or the Collateral Agent take any of the actions described in immediately preceding clause (c), it shall, upon request of the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant to clause (a) or (b) above. The Administrative Agent and the Collateral Agent shall have no liability whatsoever to any Secured Party as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.12.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (xA) contingent indemnification obligations under with respect to then unasserted claims and (B) Secured Obligations in respect of obligations that may thereafter arise with respect to Obligations in respect of Secured Hedge Agreements and Cash Management Obligations, in each case, not yet due and payable; unless the Collateral Agent has received written notice, at least two (y2) Business Days prior to the proposed date of any such release of the Security Interest, stating that arrangements reasonably satisfactory to the applicable Cash Management Obligations and (zBank or Hedge Bank, as the case may be, in respect thereof have not been made) contingent indemnification obligations) shall have been paid in full in cash, and the Lenders have no further commitment to lend under the Credit Agreement, provided, however, that in connection with the L/C Obligations have been reduced termination of this Agreement, the Administrative Agent or Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to zero protect the Secured Parties against (unless cash collateral or other credit support satisfactory x) loss on account of credits previously applied to the L/C Issuer thereof Secured Obligations that may subsequently be reversed or revoked, and (y) any obligations that may thereafter arise with respect to the Obligations in its sole discretion has been providedrespect of Secured Hedge Agreements and Cash Management Obligations, in each case to the extent not provided for thereunder. (b) and The Security Interest in any Collateral shall be automatically released in the L/C Issuers have no further obligations to issue Letters circumstances set forth in Section 9.11(a) of the Credit under Agreement or upon any release of the Lien on such Collateral in accordance with Sections 9.11(b) or (d) of the Credit Agreement. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), ) or (b) or (c)above, the Administrative Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 7.12 shall be without recourse to or warranty by the Administrative Collateral Agent. (d) At any time that the respective Grantor desires that the Collateral Agent take any of the actions described in immediately preceding clause (c), it shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a) or (b). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Section 7.12.

Termination or Release. (a) This Agreement, the Security Interest pledges and guarantees made herein, the Liens in the Pledged Collateral created hereby and all other security interests granted hereby, shall automatically terminate and/or be released (i) upon the occurrence of the Termination Date or, if any Other First Lien Obligations secured by the Lien granted hereby shall terminate with respect to all Secured Obligations are outstanding on the Termination Date, the date after the Termination Date when all the outstanding Secured such Other First Lien Obligations under the Loan Documents (other than (x) contingent or unliquidated obligations under Secured Hedge Agreements or liabilities not yet then due and payableany other obligations that, (y) Cash Management Obligations by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and (z) contingent indemnification obligationsrelease of the Pledged Collateral) have been paid in full and the Lenders Secured Parties have no further commitment to lend extend credit under any such Other First Lien Agreement, or (ii) otherwise in accordance with Section 9.18 of the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) Agreement and the L/C Issuers have no further obligations to issue Letters equivalent provision of Credit under the Credit any applicable Other First Lien Agreement. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest The security interest in the Pledged Collateral of such Subsidiary Party shall be automatically released upon the consummation released, all without delivery of any transaction permitted instrument or performance of any act by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction any party, (to the extent required by the Credit Agreementi) and the terms of such consent did not provide otherwise. (c) Upon upon any sale or other transfer by any Grantor Holdings of any Pledged Collateral that is permitted under by the Credit Agreement and each Other First Lien Agreement then in effect to any person that is not Holdings or a Pledgor (as defined in the Collateral Agreement), or (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in any Pledged Collateral pursuant to Section 10.01 9.08 of the Credit Agreement and any equivalent provision of each applicable Other First Lien Agreement (in each case, to the extent required thereby), or (iii) as otherwise may be provided in any applicable Intercreditor Agreement, the security interest in such Collateral shall be automatically released. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (c)this Section 6.15, the Administrative Agent shall execute and deliver to any GrantorHoldings, at such Grantor’s Holdings’ expense, all documents (forms of which shall be reasonably acceptable to the Agent) that such Grantor Holdings shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and shall perform will duly assign and transfer to Holdings, such other actions reasonably requested by such Grantor of the Pledged Collateral that may be in the possession of the Agent and has not theretofore been sold or otherwise applied or released pursuant to effect such release, including delivery of certificates, securities and instrumentsthis Agreement. Any execution and delivery of documents pursuant to this Section 5.13 6.15 shall be without recourse to or warranty by the Administrative Agent. In connection with any release pursuant to this Section 6.15, Holdings shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower pursuant to this Section 6.15, the Agent shall execute, deliver or acknowledge such instruments or releases (forms of which shall be reasonable acceptable to the Agent) to evidence the release of any Pledged Collateral permitted to be released pursuant to this Agreement. Holdings agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligationsobligations not yet accrued and payable) have been paid in full and when all the Lenders have no further commitment to lend under the Credit Agreement, the L/C outstanding Secured Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof indefeasibly paid in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreementfull. (b) A Subsidiary Party Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement Indenture as a result of which such Subsidiary Party Grantor ceases to be a Subsidiary or is designated as an Unrestricted Subsidiary of the Borrower or becomes an Excluded SubsidiaryHoldings III; provided that Holders of more than 50% in principal amount of the Required Lenders total outstanding Notes shall have consented to such transaction (to the extent required by the Credit AgreementIndenture) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral (other than any transfer to another Grantor) that is permitted under the Credit AgreementIndenture, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 11.02 of the Credit AgreementIndenture, the security interest of such Grantor in such Collateral shall be automatically released. (d) A Grantor (other than Holdings V and the Issuer) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Grantor shall be automatically released if such Grantor ceases to be a Material Domestic Subsidiary. (e) If the security interest on any Collateral is released pursuant to Section 2.04 of the Intercreditor Agreement and such release results in the release of the security interest on such Collateral under this Agreement or any Collateral Document relating to the Notes, the security interest on such Collateral granted hereunder or under any such Collateral Document relating to the Notes shall be automatically released. (f) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 5.13, the Administrative Notes Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 6.13 shall be without recourse to or warranty by the Administrative Notes Collateral Agent. (g) In the event that any of the Collateral shall be transferred by any Grantor in connection with the Foreign Reorganization, the Security Interest granted hereunder on such Collateral shall automatically be discharged and released and all rights to such Collateral shall revert to the applicable Grantor without any further action by the Notes Collateral Agent or any other Person. Without prejudice to the foregoing, upon the request of the applicable Grantor, the Notes Collateral Agent, at the expense of such Grantor, shall promptly execute and deliver to such Grantor, all releases, termination statements, stock certificates, any certificated securities or any other documents necessary or desirable for the release of the Security Interest on such Collateral.

Termination or Release. (a) This Agreement, the guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Loan Document Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C LC Facility LC Obligations and the Revolving LC Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers LC Facility Issuing Bank and the Revolving Issuing Bank have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or becomes an Excluded SubsidiaryParent; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementAgreement to any Person that is not a Grantor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.02 of the Credit Agreement, the security interest in such Collateral shall be automatically released; provided that the Proceeds resulting from such sale or other transfer shall be included in the Collateral. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 7.15, the Administrative Collateral Agent shall execute and deliver to any Grantor, Grantor at such Grantor’s expense, expense all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 7.15 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) This Agreement, the Security Interest Guarantees made herein and all other security interests granted hereby shall terminate with respect to all Secured Obligations when (i) all the outstanding Secured Loan Document Obligations under the Loan Documents (other than (x) including all LC Disbursements, if any, but excluding contingent obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligationsas to which no claim has been made) have been paid in full full, (ii) all Commitments have terminated or expired and (iii) the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have LC Exposure has been reduced to zero (unless cash collateral or other credit support satisfactory to including as a result of obtaining the L/C Issuer thereof consent of the applicable Issuing Bank as described in its sole discretion has been providedSection 9.05 of the Credit Agreement) and the L/C Issuers Issuing Banks have no further obligations to issue or amend Letters of Credit under the Credit Agreement. (b) A Subsidiary Party The Guarantees made herein and all security interests granted hereby shall automatically also terminate and be released from its obligations hereunder with respect to a Guarantor, a Grantor or an asset at the time or times and the Security Interest in the Collateral manner set forth in Section 9.14 of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementAgreement (other than a sale or other transfer to a Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.02 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 6.12, the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 6.12 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) This Agreement, the Security Interest Guarantees, the security interest in the Collateral and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Loan Document Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the aggregate L/C Obligations have Exposure has been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have Issuing Bank has no further obligations to issue Letters of Credit under the Credit AgreementAgreement and no payment of any amounts outstanding and due under any Hedging Agreement is in default. (b) A Subsidiary Party Guarantor shall automatically be released from its obligations hereunder and the Security Interest security interest in the Collateral of such Subsidiary Party Guarantor shall be automatically released upon released, in the consummation event that all the Equity Interests of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of to a person that is not Holdings, the U.S. Borrower or an Affiliate of any transaction permitted by of the foregoing in accordance with the terms of the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded SubsidiaryAgreement; provided that the Required Lenders shall have consented to such transaction sale, transfer or other disposition (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementAgreement to any person that is not Holdings, the U.S. Borrower or an Affiliate of any of the foregoing, or, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically releasedreleased without any action on the part of the Collateral Agent. (d) A Subsidiary Guarantor shall automatically be released from its Guarantee hereunder to the extent required by Section 5.09(a) of the Credit Agreement. (e) In connection with any termination or release pursuant to paragraph (a), (b) or (c)the preceding paragraphs of this Section, the Administrative Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 7.15 shall be without recourse to or representation or warranty by the Administrative AgentCollateral Agent or any Secured Party.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically released when all the outstanding Secured Obligations under the Loan Documents (in each case other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligationsobligations not yet accrued and payable) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the Outstanding Amount of L/C Obligations have has been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party Grantor (other than Holdings and the Borrower) shall automatically be released from its obligations hereunder and the Security Interest as provided in the Collateral Section 9.11 of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded SubsidiaryAgreement; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementAgreement (other than a sale to another Grantor), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.11 of the Credit Agreement, the security interest of such Grantor in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 5.13, the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery in each case in accordance with the terms of certificates, securities and instrumentsSection 9.11 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 5.13 shall be without recourse to or warranty by the Administrative Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrowers or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) contingent or unliquidated obligations under Secured Hedge Agreements or liabilities not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligationsthen due) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have LC Exposure has been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released (i) in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of the Credit Agreement or (ii) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded SubsidiaryBorrower; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral (other than any such sale to another Grantor) that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.02 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 7.13 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) This Agreement, the Security Interest Agreement and all other security interests granted hereby shall terminate with respect to all Secured Obligations when and any Liens arising therefrom shall be automatically released upon termination of the Aggregate Commitments and payment in full of all the outstanding Secured Obligations under the Loan Documents (other than (xi) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations payable and (zii) contingent indemnification obligationsobligations not yet accrued and payable) have been paid in full and the Lenders have no further commitment to lend under expiration or termination of all Letters of Credit (other than Letters of Credit in which the Credit Agreement, Outstanding Amount of the L/C Obligations related thereto have been reduced to zero (unless cash collateral or other credit support Cash Collateralized or, if satisfactory to the relevant L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters reasonable discretion, for which a backstop letter of Credit under the Credit Agreementcredit is in place). (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor Holdings of any Pledged Collateral that is permitted under the Credit AgreementAgreement (other than a sale or transfer to another Grantor), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Pledged Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (dc) In connection with any termination or release pursuant to paragraph (a), ) or (b) or (c)of this Section 4.12, the Administrative Collateral Agent shall execute and deliver to any GrantorHoldings, at such Grantor’s Holdings’ expense, all documents that such Grantor Holdings shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor Holdings to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 4.12 shall be without recourse to or warranty by the Administrative Collateral Agent. (d) Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank and each Cash Management Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the security interests granted under this Agreement of the Obligations of Holdings under any Secured Hedge Agreement and any Cash Management Obligations shall be automatically released upon termination of the Commitments and payment in full of all other Obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit in which the Outstanding Amount of the L/C Obligations related thereto have been Cash Collateralized or, if satisfactory to the relevant L/C Issuer in its reasonable discretion, for which a backstop letter of credit is in place), in each case, unless the Obligations under the Secured Hedge Agreement or the Cash Management Obligations are due and payable at such time (it being understood and agreed that this Agreement and the security interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full) and (ii) any release of Collateral effective in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or any Cash Management Bank that is not a Lender.

Termination or Release. (a) This Subject to the terms of the Intercreditor Agreements, this Agreement, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Notes Obligations under the Loan Documents (other than (x) contingent or unliquidated obligations under Secured Hedge Agreements or liabilities not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligationsthen due) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit AgreementDischarged. (b) A Subsidiary Party Subject to the terms of the Intercreditor Agreements, a Pledgor (other than the Issuer) shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Party Pledgor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement Indenture as a result of which such Subsidiary Party Pledgor ceases to be a Restricted Subsidiary of the Borrower Issuer or becomes an Excluded Subsidiaryotherwise ceases to be a Guarantor; provided provided, that such portion of the Required Lenders Holders as shall be required by the terms of the Indenture to have consented to such transaction (to the extent such consent is required by the Credit AgreementIndenture) shall have consented thereto and the terms of such consent did not provide otherwise. (c) Upon Subject to the terms of the Intercreditor Agreements, upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Credit AgreementIndenture to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit AgreementIndenture, the security interest in such Collateral shall be automatically released. (d) Upon the transfer by any Pledgor of Equity Interests in a “first tier” Foreign Subsidiary or “first tier” Qualified CFC Holding Company to a “first tier” Foreign Subsidiary or “first tier” Qualified CFC Holding Company in a transaction permitted under the Indenture and subject to the terms of the Intercreditor Agreement, the pledge of Equity Interests so transferred shall be automatically released. (e) At any time the ABL Intercreditor Agreement is in effect, upon the release of any ABL Priority Collateral securing the ABL Obligations (including all commitments and letters of credit thereunder) in a sale or other disposition, permitted by the ABL Credit Agreement and the Indenture, the Security Interest and all other security interests granted hereby on such released property or assets shall be automatically released; provided, however, that if the Issuer or any Pledgor subsequently incurs ABL Obligations that are secured by liens on property or assets of the Issuer or any Pledgor of the type constituting the ABL Priority Collateral, then the Issuer and its Restricted Subsidiaries shall reinstitute the Security Interest and any other security interests granted hereby, which, in the case of any subsequent ABL Obligations will be second-priority Liens on the ABL Priority Collateral securing such ABL Obligations to the same extent provided by the Security Documents and on the terms and conditions of the security documents relating to such ABL Obligations, with the second-priority Lien held by either the administrative agent, collateral agent or other representative for such ABL Obligations or by a collateral agent or other representative designated by the Issuer to hold the second-priority Liens for the benefit of the Holders of the Notes and subject to an intercreditor agreement providing such administrative agent or collateral agent substantially the same rights and powers afforded under the ABL Intercreditor Agreement. (f) The Security Interest and all other security interests granted hereby will also be released, in whole or in part, as provided in Article VIII of the Indenture. (g) In connection with any termination or release pursuant to paragraph paragraphs (a), ) through (bf) or (c)of this Section 5.15, the Administrative Collateral Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Collateral Agent shall perform not be required to take any action under this Section 5.15(g) unless such other actions Pledgor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, (i) a reasonably requested by such Grantor detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Issuer or such release, including delivery of certificates, securities Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Indenture and instrumentswas consummated in compliance with the Noteholder Documents. Any execution and delivery of documents pursuant to this Section 5.13 5.15 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security interests granted hereby Guarantees made herein shall terminate with respect to all Secured Guaranteed Obligations when (i) all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) Commitments have expired or been paid in full terminated and the Lenders have no further commitment to lend under the First Lien Credit Agreement and (ii) all principal and interest in respect of each Term Loan and all other Guaranteed Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Obligations in respect of Obligations that may thereafter arise with respect to any Specified Hedge Agreement or any Cash Management Services agreement, in each case, not yet due and payable, unless the Administrative Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to each applicable Qualified Counterparty or Cash Management Bank, as the case may be, in respect thereof have not been made) shall have been paid in full in cash, provided, however, that in connection with the termination of this Agreement, the L/C Obligations have been reduced Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to zero protect the Secured Parties against (unless cash collateral or other credit support satisfactory x) loss on account of credits previously applied to the L/C Issuer thereof in its sole discretion has been providedGuaranteed Obligations that may subsequently be reversed or revoked, and (y) and any Obligations that may thereafter arise with respect to the L/C Issuers have no further obligations Specified Hedge Agreements or Cash Management Obligations to issue Letters of Credit under the Credit Agreementextent not provided for thereunder. (b) A Guarantor that is a Restricted Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary circumstances set forth in Section 10.18 of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the First Lien Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph clauses (a), ) or (b) or (c)above, the Administrative Agent shall promptly execute and deliver to any GrantorGuarantor, at such GrantorGuarantor’s expense, all documents that such Grantor Guarantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 4.12 shall be without recourse to or warranty by the Administrative Agent. (d) At any time that the respective Guarantor desires that the Administrative Agent take any of the actions described in immediately preceding clause (c), it shall, upon request of the Administrative Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant to clause (a) or (b) above. The Administrative Agent shall have no liability whatsoever to any Secured Party as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.12.

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security interests granted hereby (i) shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been indefeasibly paid in full and full, the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral Agreement or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue or participate in Letters of Credit under and (ii) shall continue to be effective or be reinstated, as the Credit Agreementcase may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Secured Party or any Pledgor upon the bankruptcy or reorganization of the Borrower, any Pledgor or otherwise. In connection with the foregoing, the Collateral Agent shall execute and deliver to each Pledgor, at such Pledgor’s expense, all Uniform Commercial Code termination statements and similar documents which such Pledgor shall reasonably request to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 14(a) shall be without recourse to or warranty by the Collateral Agent. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Credit Agreementeach Loan Document to any Person that is not a Pledgor, or or, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released. If the Equity Interests of a Pledgor are sold, transferred or otherwise disposed of to a Person that is not an Affiliate pursuant to a transaction permitted by Section 6.05 of the Credit Agreement that results in such Pledgor ceasing to be a Subsidiary, or upon the effectiveness of any written consent pursuant to Section 9.08 of the Credit Agreement to the release of the security interest granted by such Pledgor hereby, such Pledgor shall be released from its obligations under this Agreement without further action. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (cb), the Administrative Collateral Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 14 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) This Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Loan Document Obligations, Note Obligations under the Loan Documents and Additional Obligations (other than (x) contingent indemnity or expense reimbursement obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligationsin respect of which no claim has been made) have been paid in full and in cash in immediately available funds (or otherwise defeased in accordance with its terms), the Lenders Secured Parties have no further commitment to lend under the Credit any Secured Agreement, the Revolving L/C Obligations have Exposure (or equivalent under any Replacement Credit Facility) has been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion zero, each Issuing Bank has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit AgreementAgreement and any other requirements set forth in the Secured Agreements then effective are satisfied. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by (x) as it relates to the Credit Agreement as a result of which Obligations, if such Subsidiary Party is released from its guarantee pursuant to Article 2 in accordance with the terms of the Credit Agreement and (y) as it relates to the Obligations other than the Credit Agreement Obligations, if it ceases to be a Subsidiary guarantor of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented such Obligations pursuant to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwisethe applicable Secured Agreement. (c) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Credit AgreementSecured Agreements (to the extent the release of such Collateral following such sale is permitted by the Secured Agreements), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit AgreementSecured Agreements, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 9.15, the Administrative Agent shall execute and deliver to any GrantorPledgor, at such Grantor’s expensePledgor’s, expense all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release (including, without limitation, Uniform Commercial Code termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided, that the Administrative Agent shall perform not be required to take any action under this Section 9.15(d) unless (A) such Pledgor shall have delivered to the Administrative Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other actions Collateral, and (ii) a certificate of a Responsible Officer of the Company or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Secured Agreements and was consummated in compliance with the Secured Agreements and (B) it shall have received from each Authorized Representative such consents and other instruments as shall be reasonably requested by such Grantor the Administrative Agent to effect such release, including delivery of certificates, securities and instrumentsconfirm the Administrative Agent’s authority to release any Collateral as provided in this Section 9.15. Any execution and delivery of documents pursuant to this Section 5.13 9.15 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) This Agreement, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Note Obligations under the Loan Documents (other than (x) contingent indemnity or expense reimbursement obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligationsin respect of which no claim has been made) have been paid defeased in full accordance with its terms and any other requirements set forth in the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit AgreementNote Documents then effective are satisfied. (b) The Liens securing the Note Obligations will be released in whole or in part, as provided in Section 11.04 of the Indenture. (c) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which if such Subsidiary Party ceases is released from its guarantee pursuant to be a Subsidiary Section 11.04 of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwiseIndenture. (cd) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Credit AgreementNote Documents (to the extent the release of such Collateral following such sale is permitted by the Note Documents), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit AgreementNote Documents, the security interest in such Collateral shall be automatically released. (de) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 7.15, the Administrative Collateral Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release (including, without limitation, Uniform Commercial Code termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided, that the Collateral Agent shall perform not be required to take any action under this Section 7.15(e) unless such other actions Pledgor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, (i) a reasonably requested by such Grantor detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Officer of the Company or such release, including delivery of certificates, securities Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Note Documents and instrumentswas consummated in compliance with the Note Documents. Any execution and delivery of documents pursuant to this Section 5.13 7.15 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a1) This Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Obligations in respect of Specified Hedge Agreements Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations, in each case, that are not yet due and payable, (y) Cash Management Obligations payable and (z) contingent indemnification obligationsfor which no claim has been asserted) have been paid in full in cash or immediately available funds and the Lenders have no further commitment to lend under the Credit Agreement; provided, however, that if any secured debt is outstanding under the L/C Obligations have been reduced to zero (unless cash ABL Credit Agreement, all such Collateral in the form of possessory collateral or other credit support satisfactory shall be transferred to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit collateral agent under the ABL Credit Agreement, notwithstanding anything in the foregoing to the contrary. (b2) A Grantor that is a Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Party Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party Grantor ceases to be a Subsidiary of the Borrower Loan Party or becomes an Excluded Subsidiaryotherwise ceases to be a Guarantor; provided that such portion of the Required Lenders as are required by the terms of the Credit Agreement to consent to such transaction shall have consented to such transaction (thereto; provided, further, to the extent required by the Credit ABL Collateral Documents (as defined in the Intercreditor Agreement) are in effect on such date, such Grantor (and the terms of such consent did not provide otherwisesecurity interests in the Collateral in respect thereof) shall be released under the ABL Collateral Documents concurrently with the release referred to in this clause (2). (c3) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementAgreement to any person that is not a Grantor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 Sections 10.08 and 10.18 of the Credit Agreement or pursuant to Section 5.1 of the Intercreditor Agreement, the security interest in such Collateral shall be automatically released; provided to the extent the ABL Collateral Documents are in effect on such date, the security interests in such Collateral shall be released under the ABL Collateral Documents concurrently with the release referred to in this clause (3). (d4) In connection with any termination or release pursuant to paragraph (a1), (b2) or (c)3) of this Section 7.15, the Administrative Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request requests to evidence such termination or release (including UCC termination statements) and shall perform such other actions reasonably requested by will duly assign and transfer to such Grantor such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Collateral Agent will not be required to take any action under this Section 7.15(4) unless such Grantor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request: (a) a reasonably detailed description of the Collateral, which in any event is sufficient to effect the appropriate termination or release without affecting any other Collateral and (b) a certificate of a Responsible Officer of the Borrower or such release, including delivery of certificates, securities Grantor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and instrumentswas or is consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 5.13 7.15 shall be without recourse to or warranty by the Administrative Collateral Agent. (5) In the event that Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that the Equity Interests of such Subsidiary are pledged under this Agreement, then the Equity Interests of such Subsidiary shall automatically be deemed not to be part of the Collateral to the extent necessary not to be subject to such requirement. Notwithstanding anything to the contrary in this Agreement, if Equity Interests of any Subsidiary are not required to be pledged under this Agreement because Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act would require the filing of separate financial statements of such Subsidiary if its Equity Interests were so pledged, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to no longer require (or is replaced with another rule or regulation that would not require) the filing of separate financial statements of such Subsidiary if some or all of its Equity Interests are pledged under this Agreement, then such Equity Interests of such Subsidiary shall automatically be deemed part of the Collateral and pledged under this Agreement.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when and any Liens arising therefrom shall be automatically released upon termination of the Aggregate Commitments and payment in full in cash of all the outstanding Secured Obligations under the Loan Documents (other than (xi) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations payable and (zii) contingent indemnification obligations) have been paid in full obligations not yet accrued and payable). Each party hereto that is a direct or indirect Subsidiary of the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party Borrower shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party Person shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party Person ceases to be a direct or indirect Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Borrower. Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementAgreement (other than a sale or transfer to another Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) . In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 6.12, the Administrative Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 6.12 shall be without recourse to or warranty by the Administrative Collateral Agent. Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank and each Cash Management Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the Security Interests granted under this Agreement of the Obligations of any Grantor and its Subsidiaries under any Secured Hedge Agreement and any Cash Management Obligations shall be automatically released upon termination of the Commitments and payment in full in cash of all other Obligations, in each case, unless the Obligations under the Secured Hedge Agreement or the Cash Management Obligations are due and payable at such time (it being understood and agreed that this Agreement and Security Interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full) and (ii) any release of Collateral or of a Grantor, as the case may be, effective in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or any Cash Management Bank that is not a Lender.

Termination or Release. (a) This Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Loan Document Obligations under the Loan Documents (other than (x) contingent or unliquidated obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligationsor liabilities) have been paid in full in cash or immediately available funds and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have Exposure has been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion and each Issuing Bank has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiaryotherwise ceases to be a Pledgor; provided that the Required Lenders shall have consented to such transaction (to the extent such consent is required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Credit AgreementAgreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.09 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 7.15, the Administrative Collateral Agent shall execute and deliver to any GrantorPledgor, at such Grantor’s expensePledgor’s, expense all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided, that the Collateral Agent shall perform not be required to take any action under this Section 7.15(d) unless such other actions Pledgor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, (i) a reasonably requested by such Grantor detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Borrower or such release, including delivery of certificates, securities Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and instrumentswas consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 5.13 7.15 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall automatically terminate with respect to all Secured Obligations when upon termination of the Aggregate Commitments and payment in full of all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (zA) contingent indemnification obligationsobligations and (B) obligations and liabilities under Lines of Credit, Treasury Services Agreements and Secured Hedge Agreements, except as to amounts that are due and payable thereunder for which the Administrative Agent has received a written notice from the applicable Hedge Bank) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been paid in full and Cash Collateralized or otherwise subject to arrangements reasonably satisfactory to the Lenders have no further commitment to lend under the Credit Agreement, the applicable L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit AgreementIssuer). (b) A Subsidiary Party Grantor (other than the Borrower) shall automatically be released from its obligations hereunder and the Security Interest as provided in the Collateral Section 9.09 of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded SubsidiaryAgreement; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon (i) any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementAgreement (other than a sale or transfer to another Grantor), (ii) any asset or upon property becoming an Excluded Asset or (iii) the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.09 or 10.01 of the Credit Agreement, the security interest of such Grantor in such Collateral shall be automatically releasedreleased and the license granted in Section 4.03 shall be automatically terminated with respect to such Collateral. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 5.13, the Administrative Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents and take all such further actions that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery in each case in accordance with the terms of certificates, securities and instrumentsSection 9.09 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 5.13 shall be without recourse to or warranty by the Administrative Collateral Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the obligations of the Borrower or any of its Subsidiaries under any Line of Credit, any Secured Hedge Agreement and any Treasury Services Agreement shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank.

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security interests granted hereby Guaranties made herein shall terminate with respect to all Secured Obligations of the Guarantors, and the Guarantors shall automatically be released from their obligations hereunder, when (i) the Commitments have been terminated in full, (ii) all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligationsobligations not yet accrued and payable) have been paid in full and (iii) no Letter of Credit remains outstanding (unless the Lenders have no further commitment to lend under the Credit Agreement, Outstanding Amount of the L/C Obligations have related thereto has been reduced to zero (unless cash collateral Cash Collateralized or other a backstop letter of credit support reasonably satisfactory to the applicable L/C Issuer thereof is in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreementplace). (b) A Subsidiary Party Guarantor shall automatically be released from its obligations hereunder and the Security Interest as provided in the Collateral Section 9.11 of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), ) or (b) or (c)of this Section 4.11, the Administrative Agent shall promptly execute and deliver to any GrantorGuarantor, at such GrantorGuarantor’s expense, all documents that such Grantor Guarantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery in each case in accordance with the terms of certificates, securities and instrumentsSection 9.11 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 5.13 4.11 shall be without recourse to or warranty by the Administrative Agent. (d) The Administrative Agent shall have no liability whatsoever to any Guarantor as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.11. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank, by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the Obligations of any Loan Party or any Restricted Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be guaranteed pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so guaranteed and (ii) any release of a Guarantor effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when and any Liens arising therefrom shall be automatically released upon termination of the Aggregate Commitments and payment in full of all the outstanding Secured Obligations under the Loan Documents (other than (xi) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations payable and (zii) contingent indemnification obligationsobligations not yet accrued and payable) have been paid in full and the Lenders have no further commitment to lend under expiration or termination of all Letters of Credit (other than Letters of Credit in which the Credit Agreement, Outstanding Amount of the L/C Obligations related thereto have been reduced to zero (unless cash collateral or other credit support Cash Collateralized or, if satisfactory to the relevant L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters reasonable discretion, for which a backstop letter of Credit under the Credit Agreementcredit is in place). (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (if and to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementAgreement (other than a sale or transfer to another Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 6.12, the Administrative Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 6.12 shall be without recourse to or warranty by the Administrative Collateral Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank and each Cash Management Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the Security Interests granted under this Agreement of the Obligations of any Grantor and its Subsidiaries under any Secured Hedge Agreement and any Cash Management Obligations shall be automatically released upon termination of the Commitments and payment in full of all other Obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit in which the Outstanding Amount of the L/C Obligations related thereto have been Cash Collateralized or, if satisfactory to the relevant L/C Issuer in its reasonable discretion, for which a backstop letter of credit is in place), in each case, unless the Obligations under the Secured Hedge Agreement or the Cash Management Obligations are due and payable at such time (it being understood and agreed that this Agreement and Security Interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full) and (ii) any release of Collateral or of a Grantor, as the case may be, effective in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or any Cash Management Bank that is not a Lender.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligationsobligations not yet accrued and payable) when all the outstanding Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party Grantor ceases to be a Subsidiary or is designated as an Unrestricted Subsidiary of the Borrower or becomes an Excluded SubsidiaryParent; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral (other than any transfer to another Grantor) that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) A Grantor (other than Holdings and the Borrower) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Grantor shall be automatically released if such Grantor ceases to be a Material Domestic Subsidiary pursuant to the terms of the Credit Agreement. (e) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 5.13, the Administrative Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 shall be without recourse to or warranty by the Administrative Collateral Agent. (f) In the event that any of the Collateral shall be transferred by any Grantor in connection with the Foreign Reorganization, the Security Interest granted hereunder on such Collateral shall automatically be discharged and released and all rights to such Collateral shall revert to the applicable Grantor without any further action by the Collateral Agent or any other Person. Without prejudice to the foregoing, upon the request of the applicable Grantor, the Collateral Agent, at the expense of such Grantor, shall promptly execute and deliver to such Grantor, all releases, termination statements, stock certificates, any certificated securities or any other documents necessary or desirable for the release of the Security Interest on such Collateral.

Termination or Release. (a) This AgreementSecurity Agreement shall continue in effect until, and shall terminate on, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit AgreementTermination Date. (b) A Subsidiary Party Grantor shall automatically be released from its obligations hereunder and the Security Interest security interests created hereunder in the Collateral of such Subsidiary Party Grantor shall be automatically released upon in the consummation circumstances set forth in Section 9.09 of the Credit Agreement, including, with respect to any Subsidiary Party, as a result of any transaction permitted by under the Credit Agreement as a result of pursuant to which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwiseParent Borrower. (c) Upon any sale sale, transfer or other transfer disposition by any Grantor of any Collateral that is permitted under the Credit AgreementSection 4.1(d) to any Person that is not another Grantor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to as set forth in Section 10.01 9.09 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) The security interests granted hereunder on any Collateral, to the extent such Collateral is comprised of property leased to a Grantor, shall be automatically released upon termination or expiration of such lease. (e) The security interest in any Collateral shall be automatically released in any circumstance set forth in Section 9.09 of the Credit Agreement or upon any release of the Lien on such Collateral in accordance with Section 9.09 of the Credit Agreement. (f) In connection with any termination or release pursuant to paragraph (aSection 7.12(a), (b) or ), (c), (d), or (e), the Administrative Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s expense, all UCC termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 7.12 shall be without recourse to or representation or warranty by the Administrative AgentCollateral Agent or any Secured Party. Without limiting the provisions of Section 7.10, the Parent Borrower shall reimburse (or cause to be reimbursed) the Collateral Agent promptly following a written demand therefor, together with backup documentation supporting such reimbursement request, for all reasonable and documented out-of-pocket costs and expenses, including the reasonable fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 7.12 in accordance with Section 10.03 of the Credit Agreement.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligationsobligations not yet accrued and payable) have been paid in full and when all the Lenders have no further commitment to lend under the Credit Agreement, the L/C outstanding Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof indefeasibly paid in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreementfull. (b) A Subsidiary Party Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement Indenture as a result of which such Subsidiary Party Grantor ceases to be a Subsidiary or is designated as an Unrestricted Subsidiary of the Borrower or becomes an Excluded SubsidiaryHoldings III; provided that Holders of more than 50% in principal amount of the Required Lenders total outstanding Notes shall have consented to such transaction (to the extent required by the Credit AgreementIndenture) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementIndenture, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 11.02 of the Credit AgreementIndenture, the security interest of such Grantor in such Collateral shall be automatically released. (d) A Grantor (other than Holdings V and the Issuer) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Grantor shall be automatically released if such Grantor ceases to be a Material Domestic Subsidiary. (e) If the security interest on any Collateral is released pursuant to Section 2.04 of the Intercreditor Agreement and such release results in the release of the security interest on such Collateral under this Agreement or any Collateral Document relating to the Notes, the security interest on such Collateral granted hereunder or under any such Collateral Document relating to the Notes shall be automatically released. (f) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (c)e) of this Section 6.13, the Administrative Notes Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 6.13 shall be without recourse to or warranty by the Administrative Notes Collateral Agent. (g) In the event that any of the Collateral shall be transferred by any Grantor in connection with the Foreign Reorganization, the security interest granted hereunder on such Collateral shall automatically be discharged and released and all rights to such Collateral shall revert to the applicable Grantor without any further action by the Notes Collateral Agent or any other Person. Without prejudice to the foregoing, upon the request of the applicable Grantor, the Notes Collateral Agent, at the expense of such Grantor, shall promptly execute and deliver to such Grantor, all releases, termination statements, stock certificates, any certificated securities or any other documents necessary or desirable for the release of the security interest on such Collateral. (h) Notwithstanding anything to the contrary set forth herein or in any other Notes Document, so long as no Default or Event of Default shall have occurred and be continuing, in the event that the Foreign Reorganization is not consummated and to the extent that any Permitted Intercompany Transfer has occurred (or will occur concurrently with such release described in the Indenture), any security interests granted hereunder by Holdings IV on any Collateral shall automatically be discharged and released without any further action by the Notes Collateral Agent or any other Person. Subject to the terms of the Intercreditor Agreement, in connection with the foregoing, upon the request of the Issuer, the Notes Collateral Agent, at the expense of Issuer, shall promptly execute and deliver to Holdings IV, Holdings V or SigmaTel, as applicable, all releases, termination statements, stock certificates, any certificated securities or any other documents necessary or desirable for the release of the security interest on such Collateral.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all and any Liens arising therefrom shall be automatically released upon the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters Discharge of Credit under the Credit AgreementObligations. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Restricted Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (if and to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementAgreement (other than a sale or transfer to another Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (aSection 6.11(a), (b) or (c), the Administrative Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 6.11 shall be without recourse to or warranty by the Administrative Collateral Agent. (e) Notwithstanding anything to contrary set forth in this Agreement, each Secured Approved Counterparty by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the Security Interests granted under this Agreement of the Obligations of any Grantor and its Subsidiaries under any Secured Hedge Agreement and any Treasury Services Agreement shall be automatically released upon the Discharge of Obligations, in each case, unless the Obligations under any such Secured Hedge Agreement or any such Treasury Services Agreement are due and payable at such time (it being understood and agreed that this Agreement and the Security Interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full in cash in immediately available funds) and (ii) any release of Collateral or of a Grantor, as the case may be, effected in the manner permitted by this Agreement shall not require the consent of any Secured Approved Counterparty.

Termination or Release. (a) This Agreement, the pledges made herein, the Security Interest and all other security interests granted hereby hereby, and all other Security Documents securing the Obligations (including without limitation foreign security documents), shall automatically terminate as of the Termination Date. In connection with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreementsuch termination, the L/C Obligations have been reduced Collateral Agent shall do or cause to zero (unless cash collateral or other credit support satisfactory be done all acts reasonably necessary to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreementrelease all such security interests as soon as is reasonably practicable. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiaryotherwise ceases to be a Pledgor; provided that the Required Lenders shall have consented to such transaction (to the extent such consent is required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon The Security Interest in any Collateral shall automatically be released (i) upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Credit Agreement, Agreement to any person that is not a Pledgor (including in connection with an Event of Loss) or (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in any such Collateral pursuant to Section 10.01 9.08 of the Credit Agreement. (d) If any Collateral shall become subject to the release provisions set forth in Section 2.05 of the ABL Intercreditor Agreement or Section 9.19 of the Credit Agreement, the security interest in Lien created hereunder on such Collateral shall be automatically releasedreleased to the extent provided therein. (de) There shall be an automatic release of the Lien hereunder on any property and assets of any Pledgor that would constitute Notes Priority Collateral but is at such time not subject to a Lien securing Notes Obligations, other than any assets or property that cease to be subject to a Lien securing Notes Obligations in connection with a release or discharge by or as a result of payment in full and termination of the Notes Obligations; provided that, if such property and assets are subsequently subject to a Lien securing Notes Obligations (other than Excluded Property), such property and assets shall subsequently constitute Collateral hereunder. (f) In connection with any termination or release pursuant to paragraph (a), (b) or (c)this Section 5.15, the Administrative Collateral Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and shall perform will duly assign and transfer to such other actions reasonably requested by Pledgor, such Grantor of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to effect such release, including delivery of certificates, securities and instrumentsthis Agreement. Any execution and delivery of documents pursuant to this Section 5.13 5.15 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Loan Document Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have LC Exposure has been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion and no Issuing Bank has been provided) and the L/C Issuers have no any further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and and, in the case of a Subsidiary Party that is a Subsidiary Grantor, the Security Interest in the Collateral of such Subsidiary Party Grantor shall be automatically released upon the consummation of any transaction permitted not prohibited by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded SubsidiaryHoldings; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise; provided further that, after giving effect to such release, there is no Default under the Credit Agreement. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under not prohibited by the Credit AgreementAgreement to any Person that is not a Grantor, or upon the effectiveness of any written consent to the release of the security interest Security Interest granted hereby in any Collateral pursuant to Section 10.01 9.02 of the Credit Agreement, the security interest Security Interest in such Collateral shall be automatically released; provided that after giving effect to such release, there is no Default under the Credit Agreement. (d) Notwithstanding anything herein to the contrary, the Security Interest shall be released at any time when (i) Holdings has a Credit Rating of (A) Baa1 with stable outlook or better from Xxxxx’x or (B) BBB+ with stable outlook or better from S&P; provided that if the Credit Ratings are not at the same level, the lower Credit Rating is not more than one notch worse than the higher Credit Rating, (ii) no Default has occurred and is continuing or would result from such release and (iii) the Administrative Agent shall have received a certificate from a Financial Officer of Holdings or the Parent Borrower confirming that the conditions in this paragraph (d) are satisfied. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (c)d) above, the Administrative Agent shall execute and deliver to any Grantor, Grantor at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 6.15 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) This Agreement, the guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate on the first date when all the Obligations (other than contingent indemnity and similar obligations with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligationswhich no amounts are then owing) have been indefeasibly paid in full in cash and the Lenders have no further commitment to lend under the Credit Agreement, the Revolving L/C Obligations have Exposure and CL Exposure each has been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion and each Issuing Bank has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit AgreementAgreement (or each Issuing Bank has received cash or other collateral satisfactory to it covering such exposure and Letters of Credit). (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded SubsidiaryCompany; provided that the Required Lenders shall have consented to such transaction (to the extent such consent is required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any Guarantor becoming an Unrestricted Subsidiary, such Unrestricted Subsidiary shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Unrestricted Subsidiary shall be automatically released. (d) Upon any Permitted Receivables Financing permitted by the Credit Agreement, the Equity Interests of a Special Purpose Receivables Subsidiary shall be automatically released from the security interest in such Equity Interests granted hereby. (e) Upon any sale or other transfer by any Grantor Guarantor of any Collateral that is permitted under the Credit AgreementAgreement to any person that is not a Guarantor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (df) In connection with any termination or release pursuant to paragraph (a), (b) or ), (c), (d) or (e) of this Section 7.15, the Administrative Collateral Agent shall execute and deliver to any GrantorGuarantor, at such GrantorGuarantor’s expense, all documents that such Grantor Guarantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 7.15 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when (i) all the outstanding Secured Loan Document Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been indefeasibly paid in full and (ii) either (x) all Obligations under clause (b) of the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations definition thereof shall have been reduced to zero indefeasibly paid in full or (unless y) the occurrence of the termination, expiration or cash collateral or other credit support satisfactory collateralization (on terms acceptable to the L/C Issuer thereof in its sole discretion has been providedapplicable Hedge Banks) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreementall Secured Hedge Agreements. (b) A Subsidiary Party Guarantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party Guarantor ceases to be a Subsidiary of the Borrower (or becomes an Excluded Subsidiaryotherwise ceases to be a Guarantor); provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) above, the Administrative Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 7.13 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when and any Liens arising therefrom shall be automatically released upon termination of the Aggregate Commitments and payment in full of all the outstanding Secured Obligations under the Loan Documents (other than (xi) obligations under Treasury Services Agreements or obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations payable and (zii) contingent indemnification obligations) have been paid in full obligations not yet accrued and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreementpayable). (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (if and to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementAgreement (other than a sale or transfer to another Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 6.11, the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 6.11 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) This Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements contingent indemnification and reimbursement obligations, in each case, that are not yet due and payable, (y) Cash Management Obligations payable and (z) contingent indemnification obligationsfor which no claim has been asserted) have been paid in full in cash or immediately available funds and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower Loan Party, is designated as an Unrestricted Subsidiary or becomes an Excluded Subsidiaryotherwise ceases to be a Guarantor; provided that such portion of the Required Lenders as shall be required by the terms of the Credit Agreement to have consented to such transaction (to the extent such consent is required by the Credit Agreement) shall have consented thereto and the terms of such consent did not provide otherwise; provided further to the extent the ABL Security Documents are in effect on such date, such Subsidiary Loan Party (and the security interests in the Collateral in respect thereof) shall be released under the ABL Security Documents concurrently with the release referred to in this clause (b). (c) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Credit AgreementAgreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.08 of the Credit Agreement or pursuant to Section 5.1 of the ABL/Term Loan Intercreditor Agreement, the security interest in such Collateral shall be automatically released; provided to the extent the ABL Security Documents are in effect on such date, the security interests in such Collateral shall be released under the ABL Security Documents concurrently with the release referred to in this clause (c). (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 7.15, the Administrative Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Administrative Agent (or a designated bailee, in accordance with the ABL/Term Loan Intercreditor Agreement) and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Administrative Agent shall perform not be required to take any action under this Section 7.15(d) unless such other actions Pledgor shall have delivered to the Administrative Agent together with such request, which may be incorporated into such request, (i) a reasonably requested by such Grantor detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral and (ii) a certificate of a Responsible Officer of the Borrower or such release, including delivery of certificates, securities Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and instrumentswas consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 5.13 7.15 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically released when all the outstanding Secured Obligations under the Loan Documents (in each case other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligationsobligations not yet accrued and payable) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the Outstanding Amount of L/C Obligations have has been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party Grantor (other than Holdings and the Borrower) shall automatically be released from its obligations hereunder and the Security Interest as provided in the Collateral Section 9.11 of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded SubsidiaryAgreement; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementAgreement (other than a sale to another Grantor), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.11 of the Credit Agreement, the security interest of such Grantor in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 6.13, the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery in each case in accordance with the terms of certificates, securities and instrumentsSection 9.11 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 5.13 6.13 shall be without recourse to or warranty by the Administrative Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrower or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

Termination or Release. (a) This AgreementSubject to Section 2.04, this Agreement and the Security Interest Guarantees made herein shall automatically terminate and all other security interests granted hereby shall terminate with respect be released on the earlier to all Secured Obligations when occur of (i) the satisfaction of the provisions of Section 9.18(c) of the Credit Agreement and (ii) payment in full in cash of all the outstanding Secured Loan Document Obligations under the Loan Documents (other than (x) contingent obligations under Secured Hedge Agreements not yet due and payablefor indemnification, (y) Cash Management Obligations and (z) contingent indemnification obligations) have expense reimbursement, tax gross-up or yield protection as to which no claim has been paid in full and made), the Lenders have no further commitment expiration or termination of the Lenders’ commitments to lend under the Credit Agreement, the L/C Obligations have been reduced reduction of the LC Exposure to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further expiration or termination of the Issuing Banks’ obligations to issue issue, amend or extend Letters of Credit under the Credit Agreement. (b) A Subsidiary Party Guarantor shall automatically be released from its obligations hereunder and the Security Interest under this Agreement upon: (i) such Guarantor having been designated as an Unrestricted Subsidiary in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and accordance with the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, (ii) all the security interest Equity Interests in such Collateral shall Guarantor held by the Borrower and its Subsidiaries having been sold or otherwise disposed of (other than to the Borrower or any of its Subsidiaries) (including by merger or consolidation) in any transaction not prohibited by the Credit Agreement, (iii) such Guarantor having ceased to be automatically releaseda wholly owned Subsidiary as a result of the consummation of any sale or disposition of all or any part of the Equity Interests of such Subsidiary not prohibited under the Credit Agreement and entered into for a valid business purpose, (iv) the release of such Guarantor from its obligations under this Agreement having been approved or authorized in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 9.02 of the Credit Agreement) or (v) in accordance with Section 9.18 of the Credit Agreement. (dc) In connection with any termination or release pursuant to paragraph (a), ) or (b) or (c)of this Section, the Administrative Agent shall execute and and/or deliver to any GrantorGuarantor, at such GrantorGuarantor’s expense, all releases and other documents that such Grantor Guarantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents by the Administrative Agent pursuant to this Section 5.13 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when and any Liens arising therefrom shall be automatically released upon (i) payment in full of all the outstanding Secured Obligations under the Loan Documents (other than (x) contingent obligations under Secured Hedge Agreements not yet due accrued and payable) or (ii) legal defeasance, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been paid in full and covenant defeasance or discharge under Article 8 of the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit AgreementIndenture. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement Indenture as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower Holdings or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) The Security Interest in any Collateral shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Collateral becomes an Excluded Asset. (d) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementIndenture (other than a sale or transfer to another Grantor), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.02 of the Credit AgreementIndenture, the security interest in such Collateral shall be automatically released. (de) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (c)d) of this Section 6.12, the Administrative Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such releasere lease, including delivery of certificates, securities securities, instruments and instrumentswritten releases, terminations and similar documents. Any execution and delivery of documents pursuant to this Section 5.13 6.12 shall be without with out recourse to or warranty by the Administrative Collateral Agent and subject, if requested by the Collateral Agent, to the Collateral Agent’s receipt of a certification by the Issuers and applicable Grantor stating that such transaction is in compliance with the Indenture and the other Indenture Documents and as to such other matters as the Collateral Agent may reasonably request.

Termination or Release. (a) This Agreement, the Security Interest Agreement and all other security interests granted hereby shall terminate with respect to all Secured Obligations when and any Liens arising therefrom shall be automatically released upon termination of the Commitments and payment in full of all the outstanding Secured Obligations under the Loan Documents (other than (xi) obligations under Secured Cash Management Agreements or obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations payable and (zii) contingent indemnification obligationsobligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been paid in full and the Lenders have no further commitment to lend under the Credit AgreementCash Collateralized or, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support if satisfactory to the L/C Issuer thereof relevant Issuing Bank in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters reasonable discretion, for which a backstop letter of Credit under the Credit Agreementcredit is in place). (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor Holdings of any Pledged Collateral that is permitted under the Credit AgreementAgreement (other than a sale or transfer to another Grantor), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Pledged Collateral pursuant to Section 10.01 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (dc) In connection with any termination or release pursuant to paragraph (a), ) or (b) or (c)of this Section 4.12, the Administrative Collateral Agent shall execute and deliver to any GrantorHoldings, at such Grantor’s Holdings’ expense, all documents that such Grantor Holdings shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor Holdings to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 4.12 shall be without recourse to or warranty by the Administrative Collateral Agent. (d) Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank and each Cash Management Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the security interests granted under this Agreement of the Obligations of Holdings under any Secured Hedge Agreement and any Secured Cash Management Agreement shall be automatically released upon termination of the Commitments and payment in full of all other Obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit have been Cash Collateralized or, if satisfactory to the relevant Issuing Bank in its reasonable discretion, for which a backstop letter of credit is in place), in each case, unless the Obligations under the Secured Hedge Agreement or the Secured Cash Management Agreement are due and payable at such time (it being understood and agreed that this Agreement and the security interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full) and (ii) any release of Collateral effective in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or any Cash Management Bank that is not a Lender.

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security interests granted hereby Guaranties made herein shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligationsobligations not yet accrued and payable) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the Outstanding Amount of L/C Obligations have has been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party Guarantor shall automatically be released from its obligations hereunder and the Security Interest as provided in the Collateral Section 9.11 of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), ) or (b) or (c)of this Section 4.11, the Administrative Agent shall execute and deliver to any GrantorGuarantor, at such GrantorGuarantor’s expense, all documents that such Grantor Guarantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery in each case in accordance with the terms of certificates, securities and instrumentsSection 9.11 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 5.13 4.11 shall be without recourse to or warranty by the Administrative Agent. (d) At any time that the Borrower desires that the Administrative Agent take any of the actions described in immediately preceding paragraph (c), it shall, upon request of the Administrative Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant to paragraph (a) or (b). The Administrative Agent shall have no liability whatsoever to any Guarantor as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.11. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank, by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrower or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be guaranteed pursuant to this Agreement only to the extent that, and for so long, the other Obligations are so guaranteed and (ii) any release of a Guarantor effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

Termination or Release. (a) This Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Loan Document Obligations under the Loan Documents (other than (x) contingent or unliquidated obligations under Secured Hedge Agreements or liabilities not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligationsthen due) have been paid in full in cash or immediately available funds and the Lenders have no further commitment to lend under the Credit Agreement, the Revolving L/C Obligations have Exposure has been reduced to zero (unless or cash collateral collateralized or other supported by back-to-back letter of credit support in form and substance and from an issuing bank satisfactory to the L/C Issuer thereof in its sole discretion has been providedAdministrative Agent and the Issuing Bank) and the L/C Issuers have each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiaryotherwise ceases to be a Guarantor; provided that such portion of the Required Lenders as shall be required by the terms of the Credit Agreement to have consented to such transaction (to the extent such consent is required by the Credit Agreement) shall have consented thereto and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Credit AgreementAgreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) Upon the transfer by any Loan Party of Equity Interests in a “first tier” Foreign Subsidiary or “first tier” Qualified CFC Holding Company to a “first tier” Foreign Subsidiary or “first tier” Qualified CFC Holding Company in accordance with Section 6.05(d) of the Credit Agreement, the pledge of Equity Interests so transferred shall be automatically released. (e) In connection with any termination or release pursuant to paragraph (a), (b) or ), (c)) and (d) of this Section 7.15, the Administrative Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Administrative Agent shall perform not be required to take any action under this Section 7.15(e) unless such other actions Pledgor shall have delivered to the Administrative Agent together with such request, which may be incorporated into such request, (i) a reasonably requested by such Grantor detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Borrower or such release, including delivery of certificates, securities Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and instrumentswas consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 5.13 7.15 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security interests granted hereby Guarantees made herein shall terminate with respect to all Secured Guaranteed Obligations when (i) all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) Commitments have expired or been paid in full terminated and the Lenders have no further commitment to lend under the Credit Agreement and (ii) all principal and interest in respect of each Loan and all other Guaranteed Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Obligations in respect of obligations that may thereafter arise with respect to any Secured Hedge Agreement or any Cash Management Services agreement, in each case, not yet due and payable, unless the Collateral Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to each applicable Hedge Bank or Cash Management Bank in respect thereof have not been made) shall have been paid in full in cash, provided, however, that in connection with the termination of this Agreement, the L/C Obligations have been reduced Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to zero protect the Secured Parties against (unless cash collateral or other credit support satisfactory x) loss on account of credits previously applied to the L/C Issuer thereof Guaranteed Obligations that may subsequently be reversed or revoked, and (y) any obligations that may thereafter arise with respect to Secured Hedge Agreements or Cash Management Obligations to the extent not provided for thereunder. (b) A Guarantor that is a Restricted Subsidiary shall automatically be released in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters circumstances set forth in Section 9.11 of Credit under the Credit Agreement. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph clauses (a), ) or (b) or (c)above, the Administrative Agent and the Collateral Agent shall promptly execute and deliver to any GrantorGuarantor, at such GrantorGuarantor’s expense, all documents that such Grantor Guarantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 4.12 shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent. (d) At any time that the respective Guarantor desires that the Administrative Agent or the Collateral Agent take any of the actions described in immediately preceding clause (c), it shall, upon request of the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant to clause (a) or (b) above. The Administrative Agent and the Collateral Agent shall have no liability whatsoever to any Secured Party as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.12.

Termination or Release. (a) This Agreement, Security Agreement shall continue in effect until the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Notes Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligationsobligations for which no claim or demand has been made) have been are paid in full full, and the Lenders have no further commitment to lend under Liens granted hereunder shall automatically be released in the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory circumstances and to the L/C Issuer thereof extent described in its sole discretion has been provided) and Section 12.02 of the L/C Issuers have no further obligations to issue Letters of Credit under the Credit AgreementIndenture. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (cSection 7.12(a), the Administrative Notes Collateral Agent shall promptly execute (if applicable) and deliver to any Grantor, at such Grantor’s expense, all UCC termination statements and similar documents that such Grantor shall reasonably request to evidence and/or effectuate such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 7.12 shall be without recourse to or representation or warranty by the Administrative Notes Collateral Agent or any Secured Notes Secured Party. The Issuer shall reimburse the Notes Collateral Agent for all costs and expenses, including any fees and expenses of counsel, incurred by it in connection with any action contemplated by this Section 7.12 pursuant to and to the extent required by Section 12.08(bb) of the Indenture. (c) The Notes Collateral Agent shall have no liability whatsoever to any other Secured Notes Secured Party as the result of any release of Collateral by it in accordance with (or which the Notes Collateral Agent in good faith believes to be in accordance with) the terms of this Section 7.12. (d) At any time that a Grantor desires that the Notes Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to Section 7.12(a), upon request by the Notes Collateral Agent, such Grantor shall deliver to the Notes Collateral Agent a certificate signed by a Responsible Officer of such Grantor (or the Issuer on behalf of such Grantor) stating that the release of the respective Collateral is permitted pursuant to such Section 7.12(a) and the terms of the Indenture. At any time that any Grantor desires that a Restricted Subsidiary of such Grantor be released hereunder, it shall deliver to the Notes Collateral Agent a certificate signed by a Responsible Officer of such Grantor (or the Issuer on behalf of such Grantor) stating that the release of the respective Grantor (and its Collateral) is permitted pursuant to such Section 7.12(a) and the terms of the Indenture.

Termination or Release. (a) This Agreement, the Security Interest pledges and guarantees made herein, the Liens in the Collateral created hereby and all other security interests granted hereby hereby, shall automatically terminate with respect and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to all Secured Obligations the Collateral shall revert to Holdings, as of the date when all the outstanding Secured Obligations under (as defined in the Loan Documents Collateral Agreement) (other than (x) contingent or unliquidated obligations under Secured Hedge Agreements or liabilities not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligationsthen due) have been paid in full in cash or immediately available funds and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have Revolving Facility Credit Exposure has been reduced to zero (unless cash collateral or other credit support satisfactory to the and each L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement; provided that, upon payment in full of the Obligations, the Agent may assume that no Obligations are outstanding unless otherwise advised in writing by the Borrower. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor Holdings of any Collateral that is permitted under not prohibited by the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party. (dc) In connection with any termination or release pursuant to paragraph (a), ) or (b) or (c)of this Paragraph 26, the Administrative Agent shall execute and deliver to any GrantorHoldings, at such GrantorHoldings’s expense, all documents that such Grantor Holdings shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements), and shall perform will duly assign and transfer to Holdings, such other actions reasonably requested by such Grantor of the Pledged Equity that may be in the possession of the Agent and has not theretofore been sold or otherwise applied or released pursuant to effect such release, including delivery of certificates, securities and instrumentsthis Agreement. Any execution and delivery of documents pursuant to this Section 5.13 Paragraph 26 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) This Agreement, the Security Interest pledges and guarantees made herein, the Liens in the Pledged Collateral created hereby and all other security interests granted hereby, shall automatically terminate and/or be released (i) upon the occurrence of the Termination Date or, if any Other First Lien Obligations secured by the Lien granted hereby shall terminate with respect to all Secured Obligations are outstanding on the Termination Date, the date after the Termination Date when all the outstanding Secured such Other First Lien Obligations under the Loan Documents (other than (x) contingent or unliquidated obligations under Secured Hedge Agreements or liabilities not yet then due and payableany other obligations that, (y) Cash Management Obligations by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and (z) contingent indemnification obligationsrelease of the Pledged Collateral) have been paid in full and the Lenders Secured Parties have no further commitment to lend extend credit under any such Other First Lien Agreement, or (ii) otherwise in accordance with Section 9.18 of the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) Agreement and the L/C Issuers have no further obligations to issue Letters equivalent provision of Credit under the Credit any applicable Other First Lien Agreement. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest The security interest in the Pledged Collateral of such Subsidiary Party shall be automatically released upon the consummation released, all without delivery of any transaction permitted instrument or performance of any act by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction any party, (to the extent required by the Credit Agreementi) and the terms of such consent did not provide otherwise. (c) Upon upon any sale or other transfer by any Grantor Holdings of any Pledged Collateral that is permitted under by the Credit Agreement and each Other First Lien Agreement then in effect to any person that is not Holdings or a Pledgor (as defined in the Collateral Agreement), or (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in any Pledged Collateral pursuant to Section 10.01 9.08 of the Credit Agreement and any equivalent provision of each applicable Other First Lien Agreement (in each case, to the extent required thereby), or (iii) as otherwise may be provided in any applicable Intercreditor Agreement, the security interest in such Collateral shall be automatically released. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (c)this Section 6.15, the Administrative Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, Holdings all documents that such Grantor Holdings shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and shall perform will duly assign and transfer to Holdings, such other actions reasonably requested by such Grantor of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to effect such release, including delivery of certificates, securities and instrumentsthis Agreement. Any execution and delivery of documents pursuant to this Section 5.13 6.15 shall be without recourse to or warranty by the Administrative Collateral Agent. In connection with any release pursuant to this Section 6.15, Holdings shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower pursuant to this Section 6.15, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Pledged Collateral permitted to be released pursuant to this Agreement. Holdings agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Termination or Release. (a) This AgreementSubject to Section 2.04, this Agreement and the Security Interest and all other security interests granted hereby Guarantees made herein shall terminate with respect to all Secured Guaranteed Obligations when all the outstanding Secured Guaranteed Obligations under the Loan Documents (other than (x) obligations under Guaranteed Obligations in respect of Secured Hedge Agreements and Cash Management Obligations not yet due and payable, payable (yto the extent permitted by the terms thereof) Cash Management Obligations and (z) contingent indemnification obligationsobligations not yet accrued and payable) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless other than L/C Obligations that have been fully cash collateral collateralized or other supported by a backstop letter of credit support in each case in an amount and on terms reasonably satisfactory to the Administrative Agent and the L/C Issuer thereof in its sole discretion has been providedIssuer) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower Company or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (cb), the Administrative Agent shall promptly execute and deliver to any GrantorGuarantor, at such GrantorGuarantor’s expense, all documents that such Grantor Guarantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 4.13 shall be without recourse to or warranty by the Administrative Agent. (d) At any time that each Borrower desires that the Administrative Agent take any of the actions described in the immediately preceding clause (c), it shall, upon request of the Administrative Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Subsidiary Party is permitted pursuant to paragraph (a) or (b). The Administrative Agent shall have no liability whatsoever to any Secured Party as the result of any release of any Subsidiary Party by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.13. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrowers or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be guaranteed pursuant to this Agreement only to the extent that, and for so long as, the other Guaranteed Obligations are so guaranteed and (ii) any release of a Guarantor effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank. (f) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, without the consent of the Required Lenders, no Subsidiary Party shall be released from its obligations hereunder if such Subsidiary Party ceases to be a Wholly Owned Subsidiary solely by virtue of a disposition or issuance of Equity Interests, unless such disposition or issuance is a good faith disposition or issuance to a bona-fide unaffiliated third party whose primary purpose is not the release of the Guarantee and obligations of such Subsidiary Party hereunder.

Termination or Release. (a) This Agreement, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) contingent indemnity or expense reimbursement obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligationsin respect of which no claim has been made) have been paid defeased in full accordance with its terms and any other requirements set forth in the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit AgreementNote Documents then effective are satisfied. (b) The Liens securing the Note Obligations will be released in whole or in part, as provided in Section 11.04 of the Indenture. (c) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which if such Subsidiary Party ceases is released from its guarantee pursuant to be a Subsidiary Section 12.02(b) of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwiseIndenture. (cd) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Credit AgreementNote Documents, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit AgreementNote Documents, the security interest in such Collateral shall be automatically released. (de) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (c)d) of this Section 7.15, the Administrative Collateral Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided, that the Collateral Agent shall perform not be required to take any action under this Section 7.15(e) unless such other actions reasonably requested Pledgor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, an Officers’ Certificate of the Company or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by such Grantor to effect such release, including delivery of certificates, securities the Note Documents and instrumentswas consummated in compliance with the Note Documents. Any execution and delivery of documents pursuant to this Section 5.13 7.15 shall be without recourse to or warranty by the Administrative Collateral Agent. In connection with any termination or release pursuant to paragraph (a), (b), (c) or (d) above, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements.

Termination or Release. (a) This Agreement, the guarantees made herein, the Security Interest Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate with respect to all Secured Obligations when (i) all the outstanding Secured Loan Document Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C and (ii) all Other Secured Obligations have been reduced to zero (unless cash collateral indefeasibly paid in full and the related Other Secured Agreements have been terminated or such other credit support arrangements satisfactory to each Other Secured Party with respect to the L/C Issuer thereof in its sole discretion has been provided) Other Secured Obligations owing to it and the L/C Issuers Other Secured Agreements to which it is a party have no further obligations to issue Letters of Credit under the Credit Agreementbeen made. (b) A Subsidiary Party Guarantor shall automatically be released from its obligations hereunder and the Security Interest Interests created hereunder in the Collateral of such Subsidiary Party Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party Guarantor ceases to be a Subsidiary of the Borrower or becomes an Excluded Restricted Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementAgreement to any person that is not a Grantor, or or, upon the effectiveness of any written consent to the release of the security interest Security Interest granted hereby in any Collateral pursuant to Section 10.01 9.08 of the Credit Agreement, the security interest Security Interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) above, the Administrative Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 9.13 shall be without recourse to or representation or warranty by the Administrative AgentCollateral Agent or any Secured Party. Without limiting the provisions of Section 9.05 of the Credit Agreement, the Borrower shall reimburse the Collateral Agent upon demand for all out of pocket costs and expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 9.13.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when and any Liens arising therefrom shall be automatically released upon all of the outstanding Secured Obligations under the Loan Documents (other than (x) obligations (i) Cash Management Obligations and (ii) Secured Obligations under Secured Hedge Agreements not yet due and payable, and (y) Cash Management Obligations contingent obligations not yet accrued and (zpayable) contingent indemnification obligations) have having been paid in full and the Lenders have no further commitment to lend under the full, all Letters of Credit Agreementhaving been Cash Collateralized or otherwise back-stopped (including by “grandfathering” into any future credit facilities), the L/C Obligations have been reduced to zero (unless cash collateral or other credit support in each case, on terms reasonably satisfactory to the relevant L/C Issuer thereof in its sole discretion has reasonable discretion, or having expired or having been provided) terminated, and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit AgreementAggregate Commitments having expired or having been terminated. (b) A Subsidiary Party Grantor (other than the Borrower) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party Grantor ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (but only if and to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementAgreement (other than a sale or transfer to another Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 6.12, the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such releaserelease within a reasonable time, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 6.12 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) This Agreement, Agreement shall remain in full force and effect until such time as the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been paid in full and full, at which time this Agreement shall automatically terminate. Upon the Lenders have no further commitment to lend under the Credit termination of this Agreement, the L/C Obligations have been reduced Collateral Agent shall, upon the request and at the expense of the Grantors, execute and deliver all documents reasonably requested by the Grantors to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreementevidence such termination. (b) A Subsidiary By accepting the benefits hereof, each Secured Party shall automatically irrevocably authorizes and directs the Collateral Agent, at its option and in its discretion: (i) to release any Lien on any property granted to or held by the Collateral Agent under this Agreement (A) that is sold or otherwise disposed of or to be released sold or otherwise disposed of as part of or in connection with any sale or other disposition not prohibited under the Loan Document, (B) to the extent such property becomes Excluded Property, or (C) if approved, authorized or ratified in accordance with the provisions of the Loan Documents; (ii) to subordinate any Lien on any property of any Grantor granted to or held by the Collateral Agent under this Agreement to the holder of any Lien on such property, to the extent that (A) such property constitutes fixed or capital assets acquired, constructed or improved by such Grantor, and (B) such Lien is permitted pursuant to the terms of the Loan Documents; and (iii) to release any Grantor from its obligations hereunder and under this Agreement (including the Security Interest in release of all Liens on such Grantor’s property granted to or held by the Collateral of Agent under this Agreement) if such Person cease to be a Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement (or otherwise becomes an Excluded Subsidiary) as a result of which a transaction not prohibited under the Loan Documents; provided, that, no such Subsidiary Party ceases release shall occur pursuant to this clause (iii) if such Grantor continues to be a Subsidiary obligated in respect of any Secured Obligations. In each case as specified in the Borrower or becomes an Excluded Subsidiary; provided that immediately preceding sentence, the Required Lenders shall have consented to such transaction (Collateral Agent will, at the Company’s expense, execute and deliver to the extent required by the Credit Agreement) and the terms of applicable Grantor such consent did not provide otherwise. (c) Upon any sale or other transfer by any documents as such Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent may reasonably request to evidence the release of such item of Collateral from the security interest granted hereby in any Collateral pursuant under this Agreement or to Section 10.01 of the Credit Agreement, the security subordinate its interest in such Collateral shall be automatically released. (d) In connection with any termination item, or to release pursuant to paragraph (a), (b) or (c), the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such releasefrom its obligations under this Agreement, including delivery in each case in accordance with the terms of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 shall be without recourse to or warranty by the Administrative Agentimmediately preceding sentence.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Obligations in respect of Secured Hedge Agreements and Cash Management Obligations not yet due and payable, payable (yto the extent permitted by the terms thereof) Cash Management Obligations and (z) contingent indemnification obligationsobligations not yet accrued and payable) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless except if such Letter of Credit is fully cash collateral collateralized or other supported by a backstop letter of credit support in each case in an amount and on terms reasonably satisfactory to the Administrative Agent and the L/C Issuer thereof in its sole discretion has been providedIssuer) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded SubsidiaryBorrower; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Administrative Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s expense, all documents (including relevant certificates, securities and other instruments) that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 7.13 shall be without recourse to or warranty by the Administrative Collateral Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in the immediately preceding paragraph (d), it shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a), (b) or (c). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Section 7.13.

Termination or Release. (a) This Agreement, the Security Interest Agreement and all other security interests granted hereby shall terminate with respect to all Secured Obligations when (i) all the outstanding Secured Loan Document Obligations under the Loan Documents (other than (x) including all LC Disbursements, if any, but excluding contingent obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligationsas to which no claim has been made) have been paid in full full, (ii) all Commitments have terminated or expired and (iii) the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have LC Exposure has been reduced to zero (unless cash collateral or other credit support satisfactory to including as a result of obtaining the L/C Issuer thereof consent of the applicable Issuing Bank as described in its sole discretion has been providedSection 9.05 of the Credit Agreement) and the L/C Issuers Issuing Banks have no further obligations to issue or amend Letters of Credit under the Credit Agreement. (b) A Subsidiary Party This Agreement and all security interests granted hereby shall automatically be released from its obligations hereunder terminate with respect to the Existing Notes Trustee and the Security Interest Existing Notes Holders when all Existing Notes Obligations have been paid in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwisefull. (c) All security interests granted hereby shall also terminate and be released with respect to a Grantor or an asset at the time or times and in the manner set forth in Section 9.14 of the Credit Agreement. (d) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementAgreement (other than a sale or other transfer to a Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.02 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (de) If at any time Pledged Equity Interests pledged under this Agreement no longer constitute Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and the security interests in such Collateral securing the Existing Notes Obligations shall be automatically released; provided that after such time the security interests in such Collateral securing the Credit Agreement Obligations shall automatically, and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under the Pledge and Guarantee Agreement. (f) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (c)d) of this Section 4.12, the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 4.12 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall automatically terminate with respect to all Secured Obligations when (i) upon the occurrence of the Collateral and Guarantee Release Date and (ii) upon termination of the Commitments and payment in full of all the outstanding Secured Obligations under the Loan Documents (other than (x) Secured Swap Obligations, Secured Bilateral LC Obligations, indemnities and contingent obligations under Secured Hedge Agreements not yet due with respect to which no claim for reimbursement has been made, and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) other than Letters of Credit that have been paid in full cash collateralized pursuant to arrangements mutually agreed between the applicable Issuing Bank and the Lenders have no further commitment Lead Borrower or with respect to lend under the Credit Agreement, the L/C Obligations which other arrangements have been reduced to zero (unless cash collateral or other credit support made that are satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreementapplicable Issuing Bank). (b) A Subsidiary Party Grantor (other than a Borrower) shall automatically be released from its obligations hereunder in accordance with, and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by provided by, Section 9.17 of the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer The security interest granted hereunder by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant shall be automatically released and the license granted in ‎Section 4.03 shall be automatically terminated with respect to such Collateral (i) at the time the property subject to such security interest is transferred or to be transferred as part of or in connection with any transfer not prohibited by the Credit Agreement (and the Administrative Agent may rely conclusively on a certificate to that effect provided to it by such Grantor upon its reasonable request without further inquiry) to any person other than a Grantor, (ii) subject to Section 10.01 9.2 of the Credit Agreement, if the release of such security interest is approved, authorized or ratified in writing by the Required Lenders or (iii) upon release of such Collateral shall be automatically releasedGrantor from its obligations hereunder pursuant to Section 5.12(b) above. (d) In connection with any termination or release pursuant to paragraph (a‎(a), (b‎(b) or (c)‎(c) of this ‎Section 5.12, the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents and take all such further actions that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery in each case in accordance with the terms of certificates, securities Article VIII and instrumentsSection 9.17 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 5.13 ‎Section 5.12 shall be without recourse to or warranty by the Administrative Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Specified Secured Party by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the obligations of Holdings or any of its Subsidiaries under any Other Arrangement shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Specified Secured Party.

Termination or Release. (a) This Agreement, the Security Interest Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall automatically terminate with respect to all Secured Obligations and be released when all the outstanding Secured Junior-Priority Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligationsobligations for which no claim has been made) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreementcash. (b) A Subsidiary Party The Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby to secure any particular Series shall automatically be released from its obligations hereunder and the Security Interest released, whether in whole or in part, (i) in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary case of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (2023 Notes Obligations, as and to the extent required by expressly provided under the Credit Agreement2023 Notes Indenture, (ii) in the case of the 2024 Notes Obligations, as and to the terms extent expressly provided under the 2024 Notes Indenture and (iii) in the case of any Series of Pari Passu Debt Obligations, as and to the extent expressly provided under the Pari Passu Agreement governing such consent did not provide otherwiseSeries of Pari Passu Debt Obligations. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), ) or (b) or above, (c)i) the Company will furnish to the Junior-Priority Collateral Agent and each Authorized Representative, prior to the proposed release of Collateral, an Officer’s certificate and an opinion of counsel and such other documentation as required by the then existing Indentures and any Pari Passu Agreements and (ii) upon receipt of such, the Administrative Junior-Priority Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release release, and shall perform such all assignments or other actions reasonably requested by instruments of transfer as may be necessary to reassign to such Grantor all rights, titles and interests in any relevant Intellectual Property as may have been assigned to effect the Junior-Priority Collateral Agent and/or its designees, subject to any disposition thereof that may have been made by the Junior-Priority Collateral Agent and/or its designees in accordance with the terms of this Agreement, and all rights and license granted to the Junior-Priority Collateral Agent and/or its designees in or to any such release, including delivery of certificates, securities Intellectual Property pursuant to this Agreement shall automatically and instrumentsimmediately terminate and all rights shall automatically and immediately revert to such Grantor. Any execution and delivery of documents pursuant to this Section 5.13 6.15 shall be without recourse to or representation or warranty by the Administrative AgentJunior-Priority Collateral Agent or any other Secured Party. Without limiting the provisions of Section 6.06, the Company shall reimburse the Junior-Priority Collateral Agent upon demand for all costs and out of pocket expenses, including the reasonable fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 6.15.

Termination or Release. (a1) This Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Obligations in respect of Specified Hedge Agreements Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations, in each case, that are not yet due and payable, (y) Cash Management Obligations payable and (z) contingent indemnification obligationsfor which no claim has been asserted) have been paid in full in cash or immediately available funds and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have Exposure has been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion and each Issuing Bank has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement; provided, however, that if any secured debt is outstanding under the Term Loan Credit Agreement, all such Collateral in the form of possessory collateral shall be transferred to the collateral agent under the Term Loan Credit Agreement, notwithstanding anything in the foregoing to the contrary. (b2) A Grantor that is a Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Party Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party Grantor ceases to be a Subsidiary of the Borrower Loan Party or becomes an Excluded Subsidiaryotherwise ceases to be a Guarantor; provided that such portion of the Required Lenders as are required by the terms of the Credit Agreement to consent to such transaction shall have consented to such transaction (thereto; provided, further, to the extent required by the Credit Term Loan Collateral Documents (as defined in the Intercreditor Agreement) are in effect on such date, such Grantor (and the terms of such consent did not provide otherwisesecurity interests in the Collateral in respect thereof) shall be released under the Term Loan Collateral Documents concurrently with the release referred to in this clause (2). (c3) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementAgreement to any person that is not a Grantor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 Sections 10.08 and 10.18 of the Credit Agreement or pursuant to Section 5.1 of the Intercreditor Agreement, the security interest in such Collateral shall be automatically released; provided to the extent the Term Loan Collateral Documents are in effect on such date, the security interests in such Collateral shall be released under the Term Loan Collateral Documents concurrently with the release referred to in this clause (3). (d4) In connection with any termination or release pursuant to paragraph (a1), (b2) or (c)3) of this Section 7.15, the Administrative Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request requests to evidence such termination or release (including UCC termination statements) and shall perform such other actions reasonably requested by will duly assign and transfer to such Grantor such of the Pledged Collateral that may be in the possession of the Collateral Agent (or a designated bailee, in accordance with the Intercreditor Agreement) and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Collateral Agent will not be required to take any action under this Section 7.15(4) unless such Grantor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request: (a) a reasonably detailed description of the Collateral, which in any event is sufficient to effect the appropriate termination or release without affecting any other Collateral and (b) a certificate of a Responsible Officer of the Borrower or such release, including delivery of certificates, securities Grantor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and instrumentswas or is consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 5.13 7.15 shall be without recourse to or warranty by the Administrative Collateral Agent. (5) In the event that Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that the Equity Interests of such Subsidiary are pledged under this Agreement, then the Equity Interests of such Subsidiary shall automatically be deemed not to be part of the Collateral to the extent necessary not to be subject to such requirement. Notwithstanding anything to the contrary in this Agreement, if Equity Interests of any Subsidiary are not required to be pledged under this Agreement because Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act would require the filing of separate financial statements of such Subsidiary if its Equity Interests were so pledged, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to no longer require (or is replaced with another rule or regulation that would not require) the filing of separate financial statements of such Subsidiary if some or all of its Equity Interests are pledged under this Agreement, then such Equity Interests of such Subsidiary shall automatically be deemed part of the Collateral and pledged under this Agreement.

Termination or Release. (a) This Agreement, the Security Interest pledge hereunder and all other security interests granted hereby and the pledge hereunder shall terminate with respect to all Secured Obligations when all the outstanding Secured Foreign Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been indefeasibly paid in full in cash and the Revolving Credit Lenders have no further commitment to lend under the Credit Agreement, Agreement and the Revolving L/C Obligations have Exposure has been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreementzero. (b) A Subsidiary Party Pledgor shall automatically be released from its obligations hereunder and the Security Interest security interests in the Pledged Collateral of such Subsidiary Party Pledgor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party Pledgor ceases to be a Subsidiary subsidiary of the Borrower or becomes an Excluded SubsidiaryHoldings; provided that the Required Lenders shall have consented to such transaction (to the extent such consent is required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor Pledgor of any Pledged Collateral that is permitted under the Credit AgreementAgreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Pledged Collateral pursuant to Section 10.01 9.08 of the Credit Agreement, the security interest in such Pledged Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 4.15, the Administrative Collateral Agent shall execute and deliver to any GrantorPledgor, at such Grantor’s Pledgor's expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 4.15 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party Grantor (other than the U.S. Borrower) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party Grantor ceases to be a Subsidiary of the Borrower VNUHF or becomes an Excluded Subsidiaryis otherwise no longer required to be a Grantor hereunder; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral (other than any transfer of Collateral to another Grantor) that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Administrative Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 6.13 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) This Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) contingent or unliquidated obligations under Secured Hedge Agreements or liabilities not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligationsthen due) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless in cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreementimmediately available funds. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiaryotherwise ceases to be a Guarantor; provided that such portion of the Required Lenders as shall be required by the terms of the Credit Agreement to have consented to such transaction (to the extent such consent is required by the Credit Agreement) shall have consented thereto and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Credit AgreementAgreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) Upon the transfer by any Loan Party of Equity Interests in a “first tier Foreign Subsidiary or “first tier” Qualified CFC Holding Company to a “first tier” Foreign Subsidiary or “first tier” Qualified CFC Holding Company in accordance with Section 6.05(d) of the Credit Agreement, the pledge of Equity Interests so transferred shall be automatically released. (e) In connection with any termination or release pursuant to paragraph (a), (b) or ), (c)) and (d) of this Section 7.15, the Administrative each Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release (including, without limitation, authorization to file UCC termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of such Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that each Agent shall perform not be required to take any action under this Section 7.15(e) unless such other actions Pledgor shall have delivered to such Agent together with such request, which may be incorporated into such request, (i) a reasonably requested by such Grantor detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Borrower or such release, including delivery of certificates, securities Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and instrumentswas consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 5.13 7.15 shall be without recourse to or warranty by the Administrative any Agent.

Termination or Release. (a) This Agreement, the pledges made herein, the Security Interest and all other security interests granted hereby hereby, and all other Security Documents securing the Obligations, shall automatically terminate with respect and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to all Secured Obligations the Collateral shall revert to the applicable Grantors, as of the date when all the outstanding Secured Obligations under the Loan Documents (other than (xi) obligations under Hedging Obligations in respect of any Secured Hedge Agreements not yet due and payableAgreements, (yii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (ziii) any contingent or indemnification obligationsobligations not then due and owing) have been paid in full and the Lenders and any other Secured Parties have no further commitment to lend under the Credit Agreement, the L/C Obligations have aggregate Total Exposure has been reduced to zero (unless cash collateral or other credit support satisfactory to zero, the L/C Issuer thereof aggregate Commitments have been terminated in its sole discretion full, each Issuing Bank has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit AgreementAgreement and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped on terms reasonably satisfactory to the relevant Issuing Bank. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted not prohibited by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Restricted Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented Subsidiary or such Subsidiary is released from its Subsidiary Guarantee and from its Subsidiary guarantees of all Credit Documents or otherwise ceases to such transaction (to the extent required by be a Subsidiary Guarantor, in any case in accordance with the Credit Agreement) , all without delivery of any instrument or performance of any act by any party, and all rights to the terms of Collateral shall revert to such consent did not provide otherwiseSubsidiary Party. (ci) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under not prohibited by the Credit Agreement, Agreement to any person that is not a Grantor (including in connection with a Casualty Event) or (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 13.1 of the Credit Agreement, the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party. (d) A Subsidiary Party shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 13.17 of the Credit Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Subsidiary Party. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (c)d) of this Section 5.12, the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s or Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements), and shall perform will duly assign and transfer to such other actions reasonably requested by Grantor, such Grantor of the Pledged Collateral that may be in the possession of the Agent and has not theretofore been sold or otherwise applied or released pursuant to effect such release, including delivery of certificates, securities and instrumentsthis Agreement. Any execution and delivery of documents pursuant to this Section 5.13 5.12 shall be without recourse to or warranty by the Administrative Agent. In connection with any release pursuant to paragraph (a), (b), (c) or (d) above, the Grantors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement or the Security Documents.

Termination or Release. (a) This Agreement, the Guarantees, the Security Interest Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Loan Document Obligations under the Loan Documents (other than (xi) wholly contingent indemnification obligations under Secured Hedge Agreements not yet or (ii) compensation obligations with respect to increased costs or reductions in amounts received or receivable or reductions in return on capital pursuant to Section 2.14(d) of the Credit Agreement) then due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) owing have been paid in full in cash and the Lenders have no further commitment to lend under the Credit Agreement, the Aggregate L/C Obligations have Exposure has been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party Guarantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party Guarantor ceases to be a Subsidiary of the Borrower or becomes an Excluded SubsidiaryBorrower; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementAgreement to any person that is not the Borrower or a Guarantor, or or, upon the effectiveness of any written consent to the release of the security interest Security Interest granted hereby in any Collateral pursuant to Section 10.01 9.08 of the Credit Agreement, the security interest Security Interest in such Collateral shall be automatically released. (d) All Collateral owned by Tahoe Joe’s (to the extent applicable), as the case may be, held under this Agreement shall be released from the Liens created thereunder, in each case without representation, warranty or recourse of any nature in accordance with the provisions of (and subject to the satisfaction of the conditions precedent specified in) Section 9.17 of the Credit Agreement. Upon the release of Collateral owned by Tahoe Joe’s pursuant to the immediately preceding sentence, Tahoe Joe’s shall automatically be released from its guarantee hereunder and cease to be a Subsidiary Guarantor. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (c), d) the Administrative Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 7.15 shall be without recourse to or representation or warranty by the Administrative AgentCollateral Agent or any Secured Party. Without limiting the provisions of Section 7.06, the Borrower shall reimburse the Collateral Agent upon demand for all costs and expenses, including the fees, charges and disbursements of counsel, incurred by it in connection with any action contemplated by this Section 7.15.

Termination or Release. (a) This Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate when all the Term Credit Obligations (other than contingent or unliquidated obligations or liabilities with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligationswhich no claim has been asserted) have been paid in full in cash or immediately available funds and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Term Credit Agreement. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest Interests in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Term Credit Agreement Agreement, as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower Company or becomes an Excluded Subsidiaryotherwise ceases to be a Pledgor; provided that the Required Lenders shall have consented to such transaction (to the extent such consents are required by the Term Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Term Credit AgreementAgreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest Security Interest granted hereby in any Collateral pursuant to the terms of Section 10.01 of the Term Credit Agreement, the security interest Security Interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 7.14, the Administrative Collateral Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release and release; provided, that the Collateral Agent shall perform not be required to take any action under this Section 7.14(d) unless such other actions Pledgor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, (i) a reasonably requested by such Grantor detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Company or such release, including delivery of certificates, securities Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Term Credit Agreement and instrumentswas consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 5.13 7.14 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) This Agreement, the pledges made herein, the Security Interest and all other security interests granted hereby hereby, and all other Security Documents securing the Obligations, shall automatically terminate upon the Collateral Agent’s receipt of a notice from (i) the Trustee pursuant to Section 11.07 of the Indenture, stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral (as defined in the Indenture), and any rights it has under the Security Documents and (ii) each Authorized Representative with respect to the Other First Lien Obligations, stating that such Authorized Representative, on behalf of the holders of the applicable Other First Lien Obligations, disclaims and gives up any and all Secured Obligations when all rights it has in or to the outstanding Secured Obligations Collateral (as defined in the applicable indenture or agreement governing such Other First Lien Obligations) and any right it has under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been paid in full and the Lenders have no further commitment to lend under the Credit AgreementSecurity Documents. In connection with such termination, the L/C Obligations have been reduced Collateral Agent shall do or cause to zero (unless cash collateral or other credit support satisfactory be done all acts reasonably necessary to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreementrelease all such security interests as soon as is reasonably practicable. (b) A Subsidiary Party Guarantor shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Party Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Indenture and not prohibited by any Other First Lien Agreement as a result of which such Subsidiary Party Guarantor ceases to be a Subsidiary of the Borrower Issuer or becomes an Excluded Subsidiaryotherwise ceases to be a Pledgor; provided that the Required Lenders requisite Secured Parties shall have consented to such transaction (to the extent such consent is required by the Credit Indenture or any Other First Lien Agreement, as applicable) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Credit AgreementIndenture and not prohibited by any Other First Lien Agreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Indenture and each Other First Lien Agreement, the security interest in such Collateral shall be automatically released. (d) In the case of a Pledgor making a Transfer (as defined in the Indenture) that is permitted by clause (y) of the last paragraph of Article V of the Indenture or any Other First Lien Agreement and such permitted Transfer is to a Restricted Subsidiary (as defined in the Indenture) that is not a Pledgor, the security interest in the Collateral of such Pledgor shall be automatically released. (e) If any of the Collateral shall become subject to the release provisions set forth in Section 2.05 of the ABL Intercreditor Agreement or the equivalent provision of any other Intercreditor Agreement, or Section 11.04 of the Indenture or the equivalent provision of each Other First Lien Agreement, such Collateral shall be automatically released from the security interest in such Collateral to the extent provided therein. (f) There shall be an automatic release of the Lien hereunder on any property and assets of any Pledgor that would constitute ABL Priority Collateral but is at such time not subject to a Lien securing ABL Obligations, other than any assets or property that cease to be subject to a Lien securing ABL Obligations in connection with a release or discharge by or as a result of payment in full and termination of the ABL Obligations; provided that, if such property and assets are subsequently subject to a Lien securing ABL Obligations (other than Excluded Property), such property and assets shall subsequently constitute Collateral hereunder. (g) In connection with any termination or release pursuant to paragraph (a), (b) or (c)this Section 6.15, the Administrative Collateral Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Collateral Agent shall perform not be required to take any action under this Section 6.15(g) unless such other actions Pledgor shall have delivered to the Collateral Agent, together with such request, which may be incorporated into such request, (i) a reasonably requested by such Grantor detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of an Officer of the Issuer certifying that the transaction giving rise to such releasetermination or release is permitted by the Indenture, including delivery of certificates, securities was consummated in compliance with the Indenture Documents and instrumentsis not prohibited under any Other First Lien Agreement. Any execution and delivery of documents pursuant to this Section 5.13 6.15 shall be without recourse to or warranty by the Administrative Collateral Agent. For the avoidance of doubt, no Lien on any asset or property of a Pledgor created hereunder to secure the Obligations shall be released hereunder unless the release of such Lien is permitted by and pursuant to this Section 6.15.

Termination or Release. (a) This Agreement, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Loan Obligations when all the outstanding Secured Loan Obligations under the Loan Documents (other than (x) contingent or unliquidated obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligationsor liabilities) have been paid in full in cash or immediately available funds and the Lenders have no further commitment to lend under the Credit Agreement, Term Loan Agreement (the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement“Discharge Date”). (b) [RESERVED]. (c) A Subsidiary Party Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Term Loan Agreement as a result of which such Subsidiary Party Grantor ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiaryotherwise ceases to be a Guarantor or a Grantor; provided that the Required Lenders shall have consented to such transaction (to the extent such consent is required by the Credit Term Loan Agreement) and the terms of such consent did not provide otherwise. (cd) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementTerm Loan Agreement to any person that is not a Grantor, or upon the effectiveness of any written consent to the release of the security interest Security Interest granted hereby in any Collateral pursuant to Section 10.01 10.08 of the Credit Term Loan Agreement, the security interest Security Interest in such Collateral shall be automatically released. (de) In connection with any termination or release pursuant to paragraph (a), (bc) or (c)d) of this Section 7.15, the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, expense all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by will duly assign and transfer to such Grantor such of the Pledged Collateral so released that may be in the possession of the Administrative Agent that has not theretofore been sold or otherwise applied or released pursuant to effect such release, including delivery of certificates, securities and instrumentsthis Agreement. Any execution and delivery of documents pursuant to this Section 5.13 7.15 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured First Lien Obligations when all the outstanding Secured First Lien Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit AgreementAgreement and all other Permitted Debt Offering Obligations under the Permitted Debt Offering Agreements have been satisfied. (b) A Subsidiary Party Grantor (other than the U.S. Borrower) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement and each Permitted Debt Offering Agreement as a result of which such Subsidiary Party Grantor ceases to be a Subsidiary of the Borrower VNUHF or becomes an Excluded Subsidiaryis otherwise no longer required to be a Grantor hereunder; provided that the Required Lenders any necessary parties shall have consented to such transaction (to the extent required by the Credit Agreement or any Permitted Debt Offering Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral (other than any transfer of Collateral to another Grantor) that is permitted under the Credit Agreement and each other Permitted Debt Offering Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement and under the equivalent provision of any Permitted Debt Offering Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or ), (c), (e) or (f), the Administrative Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 6.13 shall be without recourse to or warranty by the Administrative Collateral Agent. (e) Solely with respect to any Permitted Debt Offering Obligations, a Grantor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall in each case be automatically released, in each case (i) solely with respect to Initial Permitted Debt Offering Obligations, upon the occurrence of any of the circumstances set forth in Section 8.11 of the Initial Permitted Debt Offering Agreement or (ii) with respect to any other Permitted Debt Offering Obligations, other than the Initial Permitted Debt Offering Obligations, upon the occurrence of any of the circumstances set forth under any applicable Permitted Debt Offering Agreement governing such Permitted Debt Offering Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Grantor. (f) If any Collateral shall become subject to the release provisions set forth in Section 2.04 of the Intercreditor Agreement, the lien created hereunder on such Collateral shall be automatically released to the extent (and only to the extent) provided therein.

Termination or Release. (a) This Agreement, the pledges made herein, the Security Interest and all other security interests granted hereby hereby, and all other Security Documents securing the Obligations, shall automatically terminate upon the Collateral Agent’s receipt of a notice from (i) the Trustee pursuant to Section 11.07 of the Indenture, stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral (as defined in the Indenture), and any rights it has under the Security Documents and (ii) each Authorized Representative with respect to the Other Pari Passu Obligations, stating that such Authorized Representative, on behalf of the holders of the applicable Other Pari Passu Obligations, disclaims and gives up any and all Secured Obligations when all rights it has in or to the outstanding Secured Obligations Collateral (as defined in the applicable indenture or agreement governing such Other Pari Passu Obligations) and any right it has under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been paid in full and the Lenders have no further commitment to lend under the Credit AgreementSecurity Documents. In connection with such termination, the L/C Obligations have been reduced Collateral Agent shall do or cause to zero (unless cash collateral or other credit support satisfactory be done all acts reasonably necessary to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreementrelease all such security interests as soon as is reasonably practicable. (b) A Subsidiary Party Guarantor shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Party Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement Indenture as a result of which such Subsidiary Party Guarantor ceases to be a Subsidiary of the Borrower Issuer or becomes an Excluded Subsidiaryotherwise ceases to be a Pledgor; provided that the Required Lenders requisite Holders shall have consented to such transaction (to the extent such consent is required by the Credit AgreementIndenture) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Credit AgreementIndenture to any person that is not a Pledgor (including in connection with an Event of Loss), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit AgreementIndenture, the security interest in such Collateral shall be automatically released. (d) In the case of a Pledgor making a Transfer that is permitted by clause (y) of the last paragraph of Article V of the Indenture and such permitted Transfer is to a Restricted Subsidiary that is not a Pledgor, the security interest in the Collateral of such Pledgor shall be automatically released. (e) If any of the Collateral shall become subject to the release provisions set forth in Section 5.1 of the Intercreditor Agreement and/or Section 11.04 of the Indenture or the equivalent provision of each Additional Secured Debt Document, such Collateral shall be automatically released from the security interest in such Collateral to the extent provided therein. (f) In connection with any termination or release pursuant to paragraph (a), (b) or ), (c), (d) or (e) of this Section 6.15, the Administrative Collateral Agent shall execute and deliver to any GrantorPledgor, at such Grantor’s expensePledgor’s, expense all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release (including UCC termination statements), and shall perform will duly assign and transfer to such other actions reasonably requested by Pledgor, such Grantor of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to effect such release, including delivery of certificates, securities and instrumentsthis Agreement. Any execution and delivery of documents pursuant to this Section 5.13 6.15 shall be without recourse to or warranty by the Administrative Collateral Agent. For the avoidance of doubt, no Lien on any asset or property of a Pledgor created hereunder to secure the Obligations shall be released hereunder unless the release of such Lien is permitted by and pursuant to this Section 6.15.

Termination or Release. (a) This Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Loan Document Obligations under the Loan Documents (other than (x) contingent indemnity or expense reimbursement obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligationsin respect of which no claim has been made) have been paid in full in cash or immediately available funds and the Lenders have no further commitment to lend under the Credit Agreement, the Revolving L/C Obligations have Exposure has been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion and each Issuing Bank has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiaryotherwise ceases to be a Guarantor; provided that such portion of the Required Lenders as shall be required by the terms of the Credit Agreement to have consented to such transaction (to the extent such consent is required by the Credit Agreement) shall have consented thereto and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Credit AgreementAgreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 7.15, the Administrative Agent shall execute and deliver to any GrantorPledgor, at such Grantor’s expensePledgor’s, expense all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided, that the Administrative Agent shall perform not be required to take any action under this Section 7.15(d) unless such other actions Pledgor shall have delivered to the Administrative Agent together with such request, which may be incorporated into such request, (i) a reasonably requested by such Grantor detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Borrower or such release, including delivery of certificates, securities Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and instrumentswas consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 5.13 7.15 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall automatically terminate with respect to all Secured Obligations when upon termination of the Aggregate Commitments and payment in full of all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (zA) contingent indemnification obligationsobligations and (B) obligations and liabilities under Treasury Services Agreements and Secured Hedge Agreements, except as to amounts that are due and payable thereunder for which the Administrative Agent has received a written notice from the applicable Hedge Bank) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been paid in full and Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the Lenders have no further commitment to lend under the Credit Agreement, the applicable L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit AgreementIssuer). (b) A Subsidiary Party Grantor (other than a Borrower) shall automatically be released from its obligations hereunder and the Security Interest as provided in the Collateral Section 9.09 of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded SubsidiaryAgreement; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon (i) any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementAgreement (other than a sale or transfer to another Grantor), including, but not limited to, any sale of accounts and related assets sold under a Receivables Facility, (ii) any asset or upon property becoming an Excluded Asset or (iii) the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.09 or 10.01 of the Credit Agreement, the security interest of such Grantor in such Collateral shall be automatically releasedreleased and the license granted in Section 4.03 shall be automatically terminated with respect to such Collateral. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 5.13, the Administrative Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents and take all such further actions that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery in each case in accordance with the terms of certificates, securities and instrumentsSection 9.09 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 5.13 shall be without recourse to or warranty by the Administrative Collateral Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the obligations of Parent or any of its Subsidiaries under any Secured Hedge Agreement and any Treasury Services Agreement shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank.

Termination or Release. (a) This Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when (i) all the outstanding Secured Loan Document Obligations under the Loan Documents (other than (x) contingent indemnity or expense reimbursement obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligationsin respect of which no claim has been made) have been paid in full and in cash in immediately available funds, (ii) the Lenders Secured Parties have no further commitment to lend under any Loan Document, (iii) the Credit Agreement, the Revolving L/C Obligations have Exposure has been reduced to zero (unless or cash collateral or other credit support satisfactory to collateralized in accordance with Section 2.05(k) of the L/C Issuer thereof in its sole discretion ABL Credit Agreement, each Issuing Bank has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the ABL Credit Agreement, (iv) all Swap Agreements relating to Secured Swap Obligations have been terminated or the secured party under such Swap Agreement has authorized the termination of this Agreement, and (v) any other requirements set forth in the Loan Documents then effective are satisfied. (b) The Liens securing the Loan Document Obligations will be released in whole or in part, as provided in Section 10.18 of the ABL Credit Agreement. (bc) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which if such Subsidiary Party ceases is released from its guarantee pursuant to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and Article 2 in accordance with the terms of such consent did not provide otherwisethe ABL Credit Agreement. (cd) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Credit AgreementLoan Documents (to the extent the release of such Collateral following such sale is permitted by the Loan Documents), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit AgreementLoan Documents, the security interest in such Collateral shall be automatically released. (de) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 7.15, the Administrative Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release (including, without limitation, Uniform Commercial Code termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided, that the Administrative Agent shall perform not be required to take any action under this Section 7.15(e) unless such other actions Pledgor shall have delivered to the Administrative Agent together with such request, which may be incorporated into such request, (i) a reasonably requested by such Grantor detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Company or such release, including delivery of certificates, securities Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Loan Documents and instrumentswas consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 5.13 7.15 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security interests granted hereby Guarantees made herein shall terminate with respect to all Secured Guaranteed Obligations when upon termination of the Aggregate Commitments, payment in full of all the outstanding Secured Guaranteed Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligationsobligations not yet accrued and payable) have been paid in full and the Lenders have no further commitment to lend under expiration or termination of all Letters of Credit (unless the Credit Agreement, Outstanding Amount of the L/C Obligations related thereto have been reduced to zero (unless cash collateral or other Cash Collateralized, backstopped by a letter of credit support reasonably satisfactory to the applicable L/C Issuer thereof in its sole discretion has been provided) and or deemed reissued under another agreement reasonably satisfactory to the applicable L/C Issuers have no further obligations to issue Letters of Credit under the Credit AgreementIssuer). (b) A Subsidiary Party Guarantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral circumstances set forth in Section 9.11(c) of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), ) or (b) or (c)above, the Administrative Agent shall promptly execute and deliver to any GrantorGuarantor, at such GrantorGuarantor’s expense, all documents that such Grantor Guarantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor Guarantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 4.13 shall be without recourse to or warranty by the Administrative Agent. (d) At any time that the Borrower desires that the Administrative Agent take any of the actions described in the immediately preceding clause (c), it shall, upon request of the Administrative Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant to paragraph (a) or (b) above. The Administrative Agent shall have no liability whatsoever to any Secured Party as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.13. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrower or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be guaranteed pursuant to this Agreement only to the extent that, and for so long as, the other Guaranteed Obligations are so guaranteed and (ii) any release of a Guarantor effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

Termination or Release. (a) This Agreement, the Guaranties hereunder, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Credit Agreement Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been indefeasibly paid in full in cash and the Lenders have no further commitment to lend or purchase and accept B/As under the Credit Agreement, the L/C Obligations have LC Exposure has been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have Letter of Credit Issuer has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released (i) upon the consummation designation by the US Borrower of any transaction such Subsidiary Party as an Unrestricted Subsidiary, provided that such designation was permitted by the Credit Agreement as a result Agreement, and (ii) in the event that all the capital stock of which such Subsidiary Party ceases shall be sold, transferred or otherwise disposed of to be a Person that is not Holdings, the US Borrower or a Subsidiary Party in accordance with the terms of the Borrower or becomes an Excluded Subsidiary; Credit Agreement, provided that the Required Lenders shall have consented to such transaction sale, transfer or other disposition (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor or Pledgor of any Collateral that is permitted under the Credit Agreement to any Person that is not Holdings, the US Borrower or any Subsidiary Party in accordance with the terms of the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest Security Interest granted hereby in any Collateral pursuant to Section 10.01 10.11 of the Credit Agreement, the security interest Security Interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 7.15, the Administrative Collateral Agent shall execute and deliver to any GrantorGrantor or Pledgor, as the case may be, at such Grantor’s or Pledgor’s expense, all documents that such Grantor or Pledgor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 7.15 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) This Agreement, the Security Interest pledges made herein and all other security interests granted hereby hereby, and all other Security Documents securing the Obligations, shall automatically terminate with respect and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to all Secured Obligations the Collateral shall revert to the applicable Pledgors, as of the date when all the outstanding Secured Obligations under the Loan Documents (other than (x) contingent or unliquidated obligations under Secured Hedge Agreements or liabilities not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligationsthen due) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless in cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreementimmediately available funds. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted not prohibited by the any Credit Agreement Document as a result of which such Subsidiary Party ceases to be a Restricted Subsidiary or such Subsidiary is released from its Subsidiary Guarantee and from its Subsidiary guarantees of all Credit Documents or otherwise ceases to be a Subsidiary Guarantor, all without delivery of any instrument or performance of any act by any party, and all rights to the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders Collateral shall have consented revert to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwiseSubsidiary Party. (ci) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the not prohibited by any Credit AgreementDocument to any person that is not a Pledgor (including in connection with a Casualty Event), or (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.01 of the Term Loan Agreement and any equivalent provision of each applicable other Credit AgreementDocument, the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party. (d) The security interest securing Term Loan Obligations will be released as provided in Section 9.19 of the Term Loan Agreement, the security interest securing Indenture Obligations will be released as provided in Section 11.04 of the Indenture, and the security interest securing any Other Second-Priority Lien Obligations will be released as provided in the applicable Other Second-Priority Lien Documents. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (c)d) of this Section 5.13, the Administrative Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements), and shall perform will duly assign and transfer to such other actions reasonably requested by Pledgor, such Grantor of the Pledged Stock that may be in the possession of the Agent and has not theretofore been sold or otherwise applied or released pursuant to effect such release, including delivery of certificates, securities and instrumentsthis Agreement. Any execution and delivery of documents pursuant to this Section 5.13 shall be without recourse to or warranty by the Administrative Agent. In connection with any release pursuant to paragraph (a), (b), (c) or (d) above, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement or the Security Documents.

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security interests granted hereby Guarantees made herein shall terminate with respect to all Secured Guaranteed Obligations when (i) all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) Commitments have expired or been paid in full terminated and the Lenders have no further commitment to lend under the Credit Agreement and (ii) all principal and interest in respect of each Loan and all other Guaranteed Obligations (other than contingent obligations as to which no claim has been asserted, obligations under Swap Agreements, Deposit Obligations and the outstanding amount of LC Obligations related to any Letter of Credit that has been cash collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank) shall have been paid in full in cash, provided, however, that in connection with the termination of this Agreement, the L/C Obligations have been reduced Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to zero protect the Secured Parties against (unless cash collateral or other credit support satisfactory x) loss on account of credits previously applied to the L/C Issuer thereof Guaranteed Obligations that may subsequently be reversed or revoked, and (y) any obligations that may thereafter arise with respect to Swap Agreements the obligations under which constitute Swap Obligations or documentation executed in its sole discretion has been provided) and connection with Deposit Obligations to the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreementextent not provided for thereunder. (b) A Subsidiary Party Guarantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral circumstances set forth in Section 9.09 of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph clauses (a), ) or (b) or (c)of this Section 4.11, the Administrative Agent and the Collateral Agent shall promptly execute and deliver to any GrantorGuarantor, at such GrantorGuarantor’s expense, all documents that such Grantor Guarantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor Guarantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 4.11 shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent. (d) At any time that the respective Guarantor desires that the Administrative Agent or the Collateral Agent take any of the actions described in immediately preceding clause (c), it shall, upon request of the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant to clause (a) or (b) of this Section 4.11. The Administrative Agent and the Collateral Agent shall have no liability whatsoever to any Secured Party as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.11.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when the principal of and interest on each Loan and all the outstanding fees and other Secured Obligations under the Loan Documents (other than (x) obligations under Treasury Services Agreements or obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations contingent indemnity obligations not yet accrued and (zpayable) contingent indemnification obligations) shall have been paid in full and full; provided that in connection with the Lenders have no further commitment to lend under the Credit termination of this Agreement, the L/C Obligations have been reduced Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to zero (unless cash collateral or other credit support satisfactory protect the Secured Parties against loss on account of credits previously applied to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit AgreementSecured Obligations that may subsequently be reversed or revoked. (b) A Grantor which is a Restricted Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by such Grantor is released as provided in, Section 9.10(c) of the New Term Credit Agreement) and , Section 11.06 of the terms of such consent did not provide otherwiseIndenture or any equivalent provisions in any other Term Debt Document. (c) Upon any sale or other transfer by The Security Interest in the Collateral of any Grantor shall be released in accordance with, and to the extent provided in, Sections 9.10(a) and (b) of any Collateral that is permitted under the New Term Credit Agreement, Section 10.03 or upon 10.10 of the effectiveness Indenture, the equivalent provisions of any written consent to the release other Term Debt Document, or Section 2.05 of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Intercreditor Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Administrative Collateral Agent shall promptly (after reasonable advance notice) execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 8.13 shall be without recourse to or warranty by the Administrative Collateral Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in immediately preceding clause (d), it shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a), (b) or (c). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Agreement.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when (i) all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) Commitments have expired or been paid in full terminated and the Lenders have no further commitment to lend under the Credit Agreement, (ii) all principal and interest in respect of each Loan (including Swingline Loans) and all other Secured Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Secured Obligations in respect of obligations that may thereafter arise with respect to Other Liabilities not yet due and payable) shall have been paid in full in cash, (iii) all Letters of Credit shall have expired or terminated (or been Cash Collateralized or backstopped in a manner reasonably satisfactory to the L/C Obligations applicable Issuing Bank) and (iv) all Letter of Credit Outstandings have been reduced to zero (unless cash collateral or other credit support satisfactory to Cash Collateralized in the L/C Issuer thereof manner and amount set forth in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement); provided, however, that the Credit Agreement, this Agreement, and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Secured Party upon the bankruptcy or reorganization of any Grantor. (b) A Subsidiary Party Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party Grantor ceases to be a Subsidiary Facility Guarantor in accordance with the terms of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) ), or (c), the Administrative Agent shall promptly execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence or effect such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 7.13 shall be without recourse to or warranty by the Administrative Agent. (e) At any time that the respective Grantor desires that the Administrative Agent take any of the actions described in immediately preceding clause (d), it shall, upon request of the Administrative Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a), (b) or (c). The Administrative Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 7.13.

Termination or Release. (a) This Agreement, the Security Interest pledges and guarantees made herein, the Liens in the Pledged Collateral created hereby and all other security interests granted hereby, shall automatically terminate and/or be released (i) upon the occurrence of the Termination Date or, if any Other First Lien Obligations secured by the Lien granted hereby shall terminate with respect to all Secured Obligations are outstanding on the Termination Date, the date after the Termination Date when all the outstanding Secured such Other First Lien Obligations under the Loan Documents (other than (x) contingent or unliquidated obligations under Secured Hedge Agreements or liabilities not yet then due and payableany other obligations that, (y) Cash Management Obligations by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and (z) contingent indemnification obligationsrelease of the Pledged Collateral) have been paid in full and the Lenders Secured Parties have no further commitment to lend extend credit under any such Other First Lien Agreement, or (ii) otherwise in accordance with Section 9.18 of the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) Agreement and the L/C Issuers have no further obligations to issue Letters equivalent provision of Credit under the Credit any applicable Other First Lien Agreement. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest The security interest in the Pledged Collateral of such Subsidiary Party shall be automatically released upon the consummation released, all without delivery of any transaction permitted instrument or performance of any act by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction any party, (to the extent required by the Credit Agreementi) and the terms of such consent did not provide otherwise. (c) Upon upon any sale or other transfer by any Grantor Holdings of any Pledged Collateral that is permitted under by the Credit Agreement and each Other First Lien Agreement then in effect to any person that is not Holdings or a Pledgor (as defined in the Collateral Agreement), or (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in any Pledged Collateral pursuant to Section 10.01 9.08 of the Credit Agreement and any equivalent provision of each applicable Other First Lien Agreement (in each case, to the extent required thereby), or (iii) as otherwise may be provided in any applicable Intercreditor Agreement, the security interest in such Collateral shall be automatically released. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (c)this Section 6.15, the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, Holdings all documents that such Grantor Holdings shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and shall perform will duly assign and transfer to Holdings, such other actions reasonably requested by such Grantor of the Pledged Collateral that may be in the possession of the Agent and has not theretofore been sold or otherwise applied or released pursuant to effect such release, including delivery of certificates, securities and instrumentsthis Agreement. Any execution and delivery of documents pursuant to this Section 5.13 6.15 shall be without recourse to or warranty by the Administrative Agent. In connection with any release pursuant to this Section 6.15, Holdings shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower pursuant to this Section 6.15, the Agent shall promptly execute, deliver or acknowledge such instruments or releases to evidence the release of any Pledged Collateral permitted to be released pursuant to this Agreement. Holdings agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security interests granted hereby Guarantees made herein shall terminate with respect to all Secured Guaranteed Obligations when all the outstanding Termination Conditions have been satisfied; provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Obligations under the Loan Documents (other than Parties against (x) obligations under loss on account of credits previously applied to the Guaranteed Obligations that may subsequently be reversed or revoked, and (y) any Obligations that may thereafter arise with respect to Secured Hedge Agreements not yet due and payable, (y) or Secured Cash Management Obligations and (z) contingent indemnification obligations) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory Agreements to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreementextent not provided for thereunder. (b) A Subsidiary Party Guarantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral circumstances set forth in Sections 7.04, 9.12 and 10.24 of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph clauses (a), ) or (b) or (c)of this Section 4.10, the Administrative Agent and the Collateral Agent shall promptly execute and deliver to any GrantorGuarantor, at such GrantorGuarantor’s expense, all documents that such Grantor Guarantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor Guarantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 4.10 shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent. (d) At any time that the respective Guarantor desires that the Administrative Agent or the Collateral Agent take any of the actions described in the immediately preceding clause (c), it shall, upon request of the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant to clause (a) or (b) of this Section 4.10. The Administrative Agent and the Collateral Agent shall have no liability whatsoever to any Secured Party as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.10.

Termination or Release. (a) This AgreementAll pledges, security interests and Liens created hereunder and under the Other Security Interest Documents and all Guarantees made hereunder shall be automatically released when (i) the principal of all Loans, all accrued interest and fees and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all (for the outstanding Secured Obligations avoidance of doubt, excluding the Miscellaneous Obligations) due and owing under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) Credit Agreement have been paid in full and full, (ii) the Lenders have no further commitment to lend under the Credit Agreement, (iii) the L/C Obligations LC Exposures under the Credit Agreement have been reduced to zero and (unless cash collateral or other credit support satisfactory to iv) the L/C Issuer thereof in its sole discretion has been provided) and Issuing Banks under the L/C Issuers Credit Agreement have no further obligations obligation to issue Letters of Credit under the Credit Agreement.Credit. [[5336199v.2]] (b) A Subsidiary Party shall automatically be released from its obligations as a Grantor or Guarantor hereunder and the under each Other Security Interest Document, and all pledges hereunder, or under any Other Security Document, of and security interests created hereunder, or under any Other Security Document, in the Collateral of such Subsidiary Party shall be automatically released released, upon the consummation of any transaction permitted by this Agreement and the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented any consent to such transaction (to the extent required by the Credit Agreement) Agreement shall have been obtained and the terms of such consent did shall not provide otherwise. (c) Upon any sale or other transfer of any Collateral permitted under this Agreement and the Credit Agreement by any Grantor of to any Collateral that is permitted under Person other than the Credit AgreementCompany or a Subsidiary, or upon the effectiveness of any written consent to the release of the any pledge or security interest granted created hereby or by any Other Security Document in respect of any Collateral pursuant to Section 10.01 and in accordance with the requirements of the Credit Agreement, the all pledges, security interest interests and Liens created hereunder or under any Other Security Document of, in or on such Collateral shall be automatically released. (d) Upon any transfer of any Equity Interests in a Foreign Subsidiary pursuant to and in accordance with Section 6.04(c) of the Credit Agreement, the Collateral Agent shall release any pledge of, security interest in or Lien on such Equity Interests if the conditions to such release set forth in such Section 6.04(c) shall have been satisfied and if the Company shall have delivered a certificate to that effect to the Collateral Agent. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (c)d) above, the Administrative Collateral Agent shall execute and deliver to any each applicable Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 shall be without recourse to or representation or warranty by the Collateral Agent. Notwithstanding paragraph (b) or (c) above, in the case of any Lien on any Equity Interests in an entity organized under the laws of a jurisdiction outside the United States of America, such Lien shall not be released until the Collateral Agent executes and delivers to the applicable Grantor a written consent to such release. The Collateral Agent agrees to execute and deliver any such written consent required by the immediately preceding sentence that is requested by the applicable Grantor in connection with the consummation of any transaction permitted by this Agreement and the Credit Agreement. In the case of any License of Intellectual Property to any Person that is not an Affiliate of any Grantor (i) for which it receives consideration at the time of such License at least equal to the Fair Market Value of the subject Intellectual Property and in respect of which the Borrower shall have delivered a notice to the Administrative Agent.Agent designating such transfer as an Asset Disposition for purposes of Section 6.04 of the Credit Agreement, (ii) that constitutes an Asset Disposition under Section 6.04 of the Credit Agreement, or (iii) that does not materially reduce the collateral value to the Secured Parties of the Material Intellectual Property, taken as a whole, and, in each case, is permitted under this Agreement and the Credit Agreement, the Liens on such Intellectual Property granted hereunder shall be subject to the rights of third parties to use such Intellectual Property under such License; provided that no such License shall be used for the purpose of securing or otherwise providing credit support for Indebtedness. [[5336199v.2]]

Termination or Release. (a) This Except as set forth below, this Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all remain in full force and effect until the Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x1) contingent indemnity obligations under Secured Hedge Agreements that are not yet due and payable, (y) Cash Management any Secured Bank Products Obligations and (z) contingent indemnification obligationsor any obligations under Designated Credit Lines) have been paid in full full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding (except to the Lenders have no further commitment extent Cash Collateralized or as to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or which other credit support arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer thereof in its sole discretion has shall have been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreementmade). (b) A Any Grantor that is a Subsidiary Party Guarantor shall automatically be released from its obligations hereunder and the Security Interest and all other security interests granted hereby in the Collateral of such Subsidiary Party Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party Grantor ceases to be a Subsidiary of the Borrower or becomes an Excluded SubsidiaryGuarantor; provided that that, to the extent required by the Credit Agreement, the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral (other than to another Grantor) that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.08 or 10.01 of the Credit Agreement, the Security Interest and all other security interest interests granted hereby in such Collateral shall be automatically released. (d) In connection with evidencing any termination or release pursuant to paragraph (a), (b) ), or (c), the Administrative Collateral Agent shall promptly (after reasonable advance notice) execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 8.13 shall be without representation, recourse to or warranty by the Collateral Agent. (e) The Security Interest granted hereby in any Collateral shall be subordinated to another Lien permitted by Section 7.01 of the Credit Agreement, in accordance with the terms of Section 9.08(a) of the Credit Agreement, either (i) upon a written election by the Administrative Agent to subordinate such security interest or (ii) in respect of liens permitted by clause (i) of the definition of Permitted Liens in the Credit Agreement, upon Borrower’s request (with Administrative Agent’s consent, not to be unreasonably withheld, delayed or conditioned). (f) At any time that the respective Grantor desires that the Collateral Agent take any action described in the preceding clause (d) or clause (e), it shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of or subordination of the security interest granted hereunder with respect to the respective Collateral is permitted pursuant to clause (a), (b), (c) or (e). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of or subordination of the security interest granted hereunder with respect to the Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Agreement.

Termination or Release. (a) This Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to when (i) all the Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) contingent indemnity or expense reimbursement obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligationsin respect of which no claim has been made) have been paid in full and in cash or immediately available funds, (ii) the Lenders have no further commitment to lend under the Credit Agreement, (iii) the L/C Obligations have Exposure has been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion and each Issuing Bank has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit AgreementAgreement and (iv) all Swap Agreements relating to Secured Swap Obligations have been terminated. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiaryotherwise ceases to be a Guarantor; provided that such portion of the Required Lenders as shall be required by the terms of the Credit Agreement to have consented to such transaction (to the extent such consent is required by the Credit Agreement) shall have consented thereto and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Credit AgreementAgreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 9.15, the Administrative Collateral Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Collateral Agent shall perform not be required to take any action under this Section 9.15(d) unless such other actions Pledgor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, (i) a reasonably requested by such Grantor detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Borrower or such release, including delivery of certificates, securities Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and instrumentswas consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 5.13 9.15 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically released when all the outstanding Secured Obligations under the Loan Documents (other than (xcontingent indemnification obligations not yet accrued and payable) obligations under have been fully and indefeasibly paid in full in cash, and all Letters of Credit, all Cash Management Obligations, all Secured Hedge Agreements not yet due and payable, all other Obligations (y) Cash Management Obligations and (z) including a guarantee that is contingent indemnification obligationsin nature) have been paid in full and expired or terminated, the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party Grantor shall automatically be released from its obligations hereunder and the Security Interest as provided in the Collateral Section 9.13 of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded SubsidiaryAgreement; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer disposition by any Grantor of any Collateral that is permitted under the Credit AgreementAgreement to any Person other than a Loan Party, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral Collateral, in each case pursuant to and subject to Section 10.01 9.13 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 6.12, the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery in each case in accordance with the terms of certificates, securities and instrumentsSection 9.13 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 5.13 6.12 shall be without recourse to or warranty by the Administrative Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Loan Document Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have LC Exposure has been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers Issuing Banks have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released and all provisions of the Loan Documents shall cease to apply to such Subsidiary Loan Party upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; , provided that if so required by the Credit Agreement, the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor (other than to Parent or any Subsidiary) of any Collateral that is permitted under the Credit Agreementany Loan Document, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.02 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph clause (a), (b) or (c)) of this Section 7.13, the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 7.13 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when and any Liens arising therefrom shall be automatically released upon termination of the Aggregate Commitments and payment in full of all the outstanding Secured Obligations under the Loan Documents (other than (xi) obligations under Secured Cash Management Agreements or obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations payable and (zii) contingent indemnification obligationsobligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been paid in full and the Lenders have no further commitment to lend under the Credit AgreementCash Collateralized or, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support if satisfactory to the L/C Issuer thereof relevant Issuing Bank in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters reasonable discretion, for which a backstop letter of Credit under the Credit Agreementcredit is in place). (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (if and to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementAgreement (other than a sale or transfer to another Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 6.12, the Administrative Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 6.12 shall be without recourse to or warranty by the Administrative Collateral Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank and each Cash Management Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the Security Interests granted under this Agreement of the Obligations of any Grantor and its Subsidiaries under any Secured Hedge Agreement and any Secured Cash Management Agreements shall be automatically released upon termination of the Commitments and payment in full of all other Obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or, if satisfactory to the relevant Issuing Bank in its reasonable discretion, for which a backstop letter of credit is in place), in each case, unless the Obligations under the Secured Hedge Agreement or the Secured Cash Management Agreements are due and payable at such time (it being understood and agreed that this Agreement and Security Interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full) and (ii) any release of Collateral or of a Grantor, as the case may be, effective in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or any Cash Management Bank that is not a Lender. CG&R Draft Current date: 08/09/2021 1:04 PM62203517v4

Termination or Release. (a) This Agreement, the Security Interest Mortgage and all other liens and security interests granted by Mortgagor hereby shall terminate be released, as documented in accordance with respect to all Secured Obligations Section 8.07(g) below, upon the occurrence of both (i) the Termination Date (as defined in the Credit Agreement), and (ii) the date when all the outstanding Secured Notes Obligations under the Loan Documents and any Other First Lien Obligations (in each case other than (x) contingent or unliquidated obligations under Secured Hedge Agreements or liabilities not yet then due and payableany other obligations that, (y) Cash Management Obligations by the terms of the Indenture or any Other First Lien Agreements, are not required to be paid in full prior to termination and (z) contingent indemnification obligationsrelease of the Mortgaged Property) have been paid in full and the Lenders Secured Parties have no further commitment to lend extend credit under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral Indenture or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit any Other First Lien Agreement. (b) A Subsidiary Party Mortgagor shall automatically be released from its obligations hereunder and the Security Interest lien and security interests in the Collateral Mortgaged Property of such Subsidiary Party Mortgagor shall be automatically released released, as documented in accordance with Section 8.07(g) below, upon the consummation of any transaction permitted not prohibited by the Credit Agreement or any Other First Lien Agreement as a result of which such Subsidiary Party Mortgagor ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented a Subsidiary or otherwise ceases to such transaction (be a Loan Party, all without delivery of any instrument or performance of any act by any party, and all rights to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwiseMortgaged Property shall revert to Mortgagor. (c) (i) Upon any sale or other transfer by any Grantor Mortgagor of any Collateral the Mortgaged Property that is permitted under not prohibited by the Credit AgreementAgreement or any Other First Lien Agreement to any Person that is not a Loan Party, or (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral Mortgaged Property pursuant to Section 10.01 9.08(b) of the Credit Agreement, Article IX of the Indenture and any equivalent provision of each applicable Other First Lien Agreement (in each case, to the extent required thereby), or (iii) as otherwise may be provided in the Intercreditor Agreements, the lien and security interest in such Collateral Mortgaged Property shall be automatically released, as documented in accordance with Section 8.07(g) below. (d) Mortgagor shall be released from its Credit Agreement Secured Obligations (as defined in the Collateral Agreement) hereunder and/or the lien and security interests in the Mortgaged Property securing Credit Agreement Secured Obligations shall be released, as documented in accordance with Section 8.07(g) below, upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement, and all rights to the Mortgaged Property shall revert to Mortgagor. (e) Solely with respect to any Other First Lien Obligations, Mortgagor shall be automatically released from its obligations hereunder and/or the security interests in the Mortgaged Property shall in each case be released as documented in accordance with Section 8.07(g) below, in each case (i) solely with respect to Notes Obligations, upon the occurrence of any of the circumstances set forth in Section 11.04(a) of the Indenture or (ii) with respect to any Other First Lien Obligations, other than the Notes Obligations, upon the occurrence of any of the circumstances set forth in any equivalent provision of any applicable Other First Lien Agreement governing such Other First Lien Obligations, and all rights to the Mortgaged Property shall revert to Mortgagor. (f) If the Mortgaged Property shall become subject to the release provisions set forth in Section 2.04 of the First Lien Intercreditor Agreement, the lien created hereunder on such Mortgaged Property shall be released to the extent (and only to the extent) provided therein. (g) In connection with any termination or release pursuant to paragraph (a)this Section 8.07, (b) or (c), the Administrative Agent Mortgagee shall execute and deliver to any GrantorMortgagor, at such GrantorMortgagor’s expense, all documents that such Grantor Mortgagor shall reasonably request to evidence such termination or release (including, without limitation, mortgage partial or full releases or UCC amendment or termination statements, as applicable), and shall perform will duly assign and transfer to Mortgagor, such other actions reasonably requested by such Grantor of the Mortgaged Property that may be in the possession of Mortgagee and has not theretofore been sold or otherwise applied or released pursuant to effect such release, including delivery of certificates, securities and instrumentsthis Mortgage. Any execution and delivery of documents pursuant to this Section 5.13 8.07 shall be without recourse to or warranty by the Administrative Agent.Mortgagee. In connection with any release pursuant to this

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security ----------------------- interests granted hereby hereunder shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due inchoate indemnification and payable, (y) Cash Management Obligations and (z) contingent indemnification reimbursement obligations) have been indefeasibly paid in full and the full, Lenders have no further commitment to lend under the Credit Agreementlend, the L/C Obligations have LC Exposure has been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have Issuing Bank has no further obligations commitment to issue Letters of Credit under the Credit Agreement, at which time the Collateral Agent shall execute and deliver to the Pledgors, at the Pledgors' expense, all Uniform Commercial Code termination statements and similar documents which the Pledgors shall reasonably request to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.14 shall be without recourse to or warranty by the Collateral Agent. (b) A Pledgor which is a Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party Pledgor shall be automatically released upon in the consummation event that all the capital stock of any transaction permitted by such Pledgor shall be sold, transferred or otherwise disposed of to a Person that is not an Affiliate of the Borrower in accordance with the terms of the Credit Agreement; provided that if the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of so requires, the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented pursuant to Section 9.02 of the Credit Agreement to such transaction (to the extent required by the Credit Agreement) sale, transfer or other disposition and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Credit AgreementAgreement to any Person that is not a Pledgor, or or, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.02(b) of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) This Agreement, the Security Interest Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate with respect to all Secured Obligations terminate, and the Grantors shall automatically be released from their obligations hereunder, when all the outstanding Secured Obligations under the Loan Documents (other than (x) excluding contingent obligations under Secured Hedge Agreements not yet due and payablefor indemnification, (y) Cash Management Obligations and (z) contingent indemnification obligationsexpense reimbursement, tax gross-up or yield protection as to which no claim has been made) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the aggregate L/C Obligations have Exposure has been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers Issuing Banks have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party Grantor shall automatically be released from its obligations hereunder and the Security Interest Interests created hereunder in the Collateral of such Subsidiary Party Grantor shall be automatically released (i) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary release of the Borrower or becomes an Excluded Subsidiary; provided that guarantee of such Grantor of the Required Lenders shall have consented to such transaction Obligations in accordance with the Loan Documents, (ii) to the extent necessary to enable such Grantor to consummate any merger, amalgamation, consolidation or sale of all or substantially all assets, to or with any Person that is not and is not required by to become a Grantor under any Loan Document, in each case to the Credit Agreementextent not prohibited under the Loan Documents (or in respect of which all necessary consents or waivers are granted) and (iii) to the extent necessary to facilitate the assumption by a successor in interest to the obligations of a Grantor in accordance with the terms of such consent did not provide otherwisethe Loan Documents. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementLoan Documents to any Person that is not (and is not required to be) a Grantor party hereto, or or, upon the effectiveness of any written consent under any Loan Document to the release of the security interest Security Interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit AgreementCollateral, the security interest Security Interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) above, the Administrative Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s expense, all Uniform Commercial Code termination statements and such other documents that such Grantor shall reasonably request (including any releases requested by such Grantor in connection with any factoring or similar arrangements) to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 5.14 shall be without recourse to to, or representation or warranty by, the Collateral Agent or any Secured Party. Without limiting the provisions of Section 6.07, the Loan Parties shall reimburse the Collateral Agent upon demand for all costs and out of pocket expenses, including the fees, charges and expenses of counsel, incurred by the Administrative Agentit in connection with any action contemplated by this Section 5.14.

Termination or Release. (a) This Subject to any applicable terms of the Pari Passu Intercreditor Agreement, this Agreement, the Security Interest pledges made herein and all other security interests granted hereby hereby, and all other Security Documents securing the Obligations, shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Pledgors, upon the Discharge of First-Priority Lien Obligations and the concurrent release of all other Liens on the collateral (except cash collateral in respect of any letters of credit) or assets securing the First-Priority Lien Obligations (including all commitments and letters of credit thereunder); provided, however, that if any Pledgor subsequently incurs First-Priority Lien Obligations that are secured by Liens on property or assets of a Pledgor of the type constituting the RBL Priority Collateral and the related Liens are incurred in reliance on clause (6)(B) or (6)(C) of the definition of “Permitted Liens” in the Term Loan Agreement, the equivalent provisions in the Indenture and any equivalent provision in any other Credit Document, then the Pledgors will be required to reinstitute the security arrangements hereunder with respect to all the RBL Priority Collateral, and then Liens securing the Obligations will be second priority Liens on the RBL Priority Collateral securing such First-Priority Lien Obligations to the same extent provided by the Senior Lien Intercreditor Agreement or an intercreditor agreement that provides the Agent, the Secured Parties and the holders of such new First-Priority Lien Obligations when all substantially the outstanding Secured Obligations same rights and obligations as afforded under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payableSenior Lien Intercreditor Agreement. Notwithstanding the foregoing, (y) Cash Management if an Event of Default exists on the First-Priority Lien Obligations and (z) contingent indemnification obligations) have been paid in full and the Lenders have no further commitment to lend under the Credit AgreementTermination Date, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory second priority Liens on the RBL Priority Collateral granted hereunder will not be released, except to the L/C Issuer extent the RBL Priority Collateral or any portion thereof was disposed of in its sole discretion has been provided) order to repay the First-Priority Lien Obligations secured by the RBL Priority Collateral, and thereafter the L/C Issuers Agent will have no further obligations the right to issue Letters foreclose or direct the Applicable First Lien Agent to foreclose upon the RBL Priority Collateral (but in such event, the Liens on the RBL Priority Collateral securing the Obligations will be released when such Event of Credit under the Credit AgreementDefault and all other Events of Default cease to exist). (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted not prohibited by the any Credit Agreement Document as a result of which such Subsidiary Party ceases to be a Restricted Subsidiary or such Subsidiary is released from its Subsidiary Guarantee and from its Subsidiary guarantees of all Credit Documents or otherwise ceases to be a Subsidiary Guarantor, all without delivery of any instrument or performance of any act by any party, and all rights to the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders Collateral shall have consented revert to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwiseSubsidiary Party. (ci) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the not prohibited by any Credit AgreementDocument to any person that is not a Pledgor (including in connection with a Casualty Event), or (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.01 of the Term Loan Agreement and any equivalent provision of each applicable other Credit AgreementDocument, the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party. (d) If any of the Collateral shall become subject to the release provision set forth in [Section 2.05(a)] of the Senior Lien Intercreditor Agreement, such Collateral shall be automatically released from the security interest in such Collateral to the extent provided therein. (e) This Agreement, the pledges made herein, the Security Interest and all other security interests granted hereby, and all other Security Documents securing the Obligations, shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Pledgors, as of the date when all the Obligations (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds. (f) The security interest securing Term Loan Obligations will be released as provided in Section 9.19 of the Term Loan Agreement, the security interest securing Indenture Obligations will be released as provided in Section 11.04 of the Indenture, and the security interest securing any Other Second-Priority Lien Obligations will be released as provided in the applicable Other Second-Priority Lien Documents. (g) In connection with any termination or release pursuant to paragraph (a), (b) or ), (c), (d), (e) or (f) of this Section 5.13, the Administrative Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements), and shall perform will duly assign and transfer to such other actions reasonably requested by Pledgor, such Grantor of the Pledged Collateral that may be in the possession of the Agent and has not theretofore been sold or otherwise applied or released pursuant to effect such release, including delivery of certificates, securities and instrumentsthis Agreement. Any execution and delivery of documents pursuant to this Section 5.13 shall be without recourse to or warranty by the Administrative Agent. In connection with any release pursuant to paragraph (a), (b), (c), (d), (e) or (f) above, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement or the Security Documents or the Senior Lien Intercreditor Agreement.

Termination or Release. (a) This Agreement, the guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Loan Document Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been indefeasibly paid in full in cash and the Lenders have no further commitment to lend under the Credit Agreement, the Revolving L/C Obligations have Exposure has been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion and each Issuing Bank has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary subsidiary of the Borrower or becomes an Excluded SubsidiaryHoldings; provided that the Required Lenders shall have consented to such transaction (to the extent such consent is required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Credit AgreementAgreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) Upon the commencement of any Collateral Release Period, pursuant to Section 5.14(a) of the Credit Agreement, the security interest granted hereby in the Collateral shall be automatically released; provided that the Guarantees provided hereby shall remain in full force and effect during any such Collateral Release Period; provided, further that upon the termination of such Collateral Release Period, the security interest granted hereby in the Collateral shall, without any further action on the part of the Collateral Agent or any other Secured Party or any Loan Party, be reinstated. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (c)d) of this Section 7.15, the Administrative Collateral Agent shall execute and deliver to any GrantorPledgor, at such Grantor’s expensePledgor’s, expense all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 7.15 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when (i) all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been paid in full or (ii) upon discharge of the Indenture or defeasance of the Notes as set forth in Article VIII of the Indenture and the Revolving Facility Obligations have been paid in full in cash or immediately available funds and the Revolving Facility Lenders have no further commitment to lend extend credit under the Credit Agreement, Revolving Facility Agreement and the L/C LC Obligations have has been reduced to zero (unless cash collateral or other cash-collateralized or supported by back-to-back letters of credit support in form and substance and from an issuing bank reasonably satisfactory to the L/C LC Issuer thereof in its sole discretion has been providedand the Administrative Agent) and the L/C Issuers have each LC Issuer has no further obligations to issue Letters of Credit under the Credit Revolving Facility Agreement. (b) A Subsidiary Party Guarantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which when such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and Guarantor’s Guarantee is released in accordance with the terms of such the Indenture and the Revolving Facility Agreement, which terms shall include, if applicable, the obtaining of the consent did not provide otherwiseof the requisite Secured Parties as provided for in the Indenture and the Revolving Facility agreement. (c) Upon In connection with any sale disposition of Collateral to any Person other than the Company, the Corporate Issuer or other transfer by any Grantor of the Subsidiaries (but excluding any Collateral transaction subject to Section 4.10 of the Indenture and Section 6.24 of the Revolving Facility Agreement where the recipient is required to become the obligor on the Notes or a Guarantee) that is permitted under by the Credit Agreement, or upon Indenture and the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Revolving Facility Agreement, the security interest in such Collateral shall be automatically released. (d) With the consent of the requisite Secured Parties in accordance with Section 9.02 of the Indenture and Section 8.3 of the Revolving Facility Agreement including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes, the Security Interest in any Collateral, the release of which is the subject of such consents, shall be automatically released. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (c)d) of this Section 7.13, the Administrative Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 7.13 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents have been indefeasibly paid in full (other than (x) wholly contingent Obligations in respect of indemnification and expense reimbursement obligations hereunder or under Secured Hedge Agreements any other Loan Document to the extent such Obligations are not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have Standby LC Exposure has been reduced to zero, the Trade LC Exposure has been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have Issuing Bank has no further obligations obligation to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Credit AgreementAgreement to any person that is not a Pledgor, or or, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.02(b) of the Credit Agreement, the security interest in such Collateral shall be automatically released. If all of the capital stock of a Pledgor is sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Pledgor shall be released from its obligations under this Agreement without further action. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (cb), the Administrative Collateral Agent shall execute and deliver to any GrantorPledgor, at such Grantor’s Pledgor's expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 14 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) This Agreement, the guarantees and undertakings made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured when the Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been indefeasibly paid in full and the Lenders Aggregate Commitments have no further commitment to lend under the Credit Agreementbeen terminated, the L/C LC Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory Cash Collateralized in a manner acceptable to the Administrative Agent and the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have Issuer has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementAgreement to any Person that is not a Grantor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released; provided that the Proceeds resulting from such sale or other transfer shall not be released and shall be included in the Collateral. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this section, the Administrative Agent shall execute and deliver to any Grantor, Grantor at such Grantor’s expense, expense all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 section shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. In each case subject to the terms of any Intercreditor Agreement: (a) This Agreement, Agreement and the Security Interest pledges made by the Pledgors herein and all other security interests granted by the Pledgors hereby shall automatically terminate with respect to all Secured and be released upon the occurrence of the Termination Date and, if any Other First Lien Obligations are outstanding on the Termination Date, the date when all the outstanding Secured any Other First Lien Obligations under the Loan Documents (other than (x) contingent or unliquidated obligations under Secured Hedge Agreements or liabilities not yet then due and payableany other obligations that, (y) Cash Management Obligations by the terms of any applicable Other First Lien Agreements, are not required to be paid in full in cash prior to termination and (z) contingent indemnification obligationsrelease of the Collateral) have been paid in full in cash and the Lenders Secured Parties have no further commitment to lend extend credit under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit any Other First Lien Agreement. (b) A Subsidiary Party Solely with respect to the Note Purchase Agreement Secured Obligations, (i) a Pledgor shall automatically be released from its obligations hereunder and if such Pledgor is released from its obligations under its Note Guaranty in accordance with Section 9.21 of the Note Purchase Agreement and/or (ii) the Security Interest Interests in any portion of the Collateral of such Subsidiary Party shall in each case be automatically released upon the consummation occurrence of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower circumstances with respect to release of Liens set forth in the last paragraph of Section 6.07, in Article 8 or becomes an Excluded Subsidiary; provided that in Section 9.21, in each case, of the Required Lenders shall have consented Note Purchase Agreement with respect to such transaction portion of the Collateral, in each case of the preceding clauses (i) and (ii), in accordance with the requirements of such provisions, without delivery of any instrument or performance of any act by any party unless otherwise expressly required by such provisions, and all rights (but only to the extent required by granted to holders of Note Purchase Agreement Secured Obligations) to the Credit Agreement) and the terms of such consent did not provide otherwiseapplicable Collateral shall revert to any applicable Pledgor. (c) Upon Solely with respect to any sale Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the Security Interests in any Collateral shall in each case be automatically released upon the occurrence of any of the circumstances set forth in any section governing release of collateral in the applicable Other First Lien Agreement in accordance with the requirements of any such section, without delivery of any instrument or other transfer performance of any act by any Grantor party unless otherwise expressly required by any such section, and all rights (but only to the extent granted to holders of Other First Lien Obligations) to the Collateral shall revert to any applicable Pledgor. (d) The Security Interests in any Collateral shall automatically be released, all without delivery of any Collateral that is permitted under instrument or performance of any act by any party, except to the Credit Agreement, extent otherwise expressly required by the Note Purchase Agreement or any Other First Lien Agreement (i) upon the effectiveness of any written consent to the release of the security interest Security Interest granted hereby in any such Collateral pursuant to Section 10.01 9.02 of the Credit Note Purchase Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required) or (ii) as otherwise may be provided in any applicable Intercreditor Agreement, the security interest in such Collateral shall be automatically released. (de) In connection with any termination or release pursuant to paragraph (a), (b) or (c)this Section 5.15, the Administrative Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, Pledgor all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release (including UCC termination statements), and will duly assign and transfer to such Pledgor, any of such Pledged Collateral that is in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Collateral Agent shall perform not be required to execute any such document on terms which, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other actions reasonably requested by than the release of such Grantor to effect such release, including delivery of certificates, securities and instrumentstermination or release without representation or warranty. Any execution and delivery of documents pursuant to this Section 5.13 5.15 shall be made without recourse to or warranty by the Administrative Collateral Agent. In connection with any release pursuant to this Section 5.15, the applicable Pledgor shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements with respect to the released portion of the Collateral. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer or any other Pledgor, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement; provided that the Collateral Agent shall not be required to execute, deliver or acknowledge any such document on terms which, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such termination or release without representation or warranty. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Termination or Release. (a) This AgreementAll pledges, security interests and Liens created hereunder and under the Other Security Interest Documents and all Guarantees made hereunder shall be automatically released when (i) the principal of all Loans, all accrued interest and fees and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all (for the outstanding Secured Obligations avoidance of doubt, excluding the Miscellaneous Obligations) due and owing under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) Credit Agreement have been paid in full and full, (ii) the Lenders have no further commitment to lend under the Credit Agreement, (iii) the L/C Obligations LC Exposures under the Credit Agreement have been reduced to zero and (unless cash collateral or other credit support satisfactory to iv) the L/C Issuer thereof in its sole discretion has been provided) and Issuing Banks under the L/C Issuers Credit Agreement have no further obligations obligation to issue Letters of Credit under the Credit AgreementCredit. (b) A Subsidiary Party shall automatically be released from its obligations as a Grantor or Guarantor hereunder and the under each Other Security Interest Document, and all pledges hereunder, or under any Other Security Document, of and security interests created hereunder, or under any Other Security Document, in the Collateral of such Subsidiary Party shall be automatically released released, upon the consummation of any transaction permitted by this Agreement and the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented any consent to such transaction (to the extent required by the Credit Agreement) Agreement shall have been obtained and the terms of such consent did shall not provide otherwise. (c) Upon any sale or other transfer of any Collateral permitted under this Agreement and the Credit Agreement by any Grantor of to any Collateral that is permitted under Person other than the Credit AgreementCompany or a Subsidiary, or upon the effectiveness of any written consent to the release of the any pledge or security interest granted created hereby or by any Other Security Document in respect of any Collateral pursuant to Section 10.01 and in accordance with the requirements of the Credit Agreement, the all pledges, security interest interests and Liens created hereunder or under any Other Security Document of, in or on such Collateral shall be automatically released. (d) Upon any transfer of any Equity Interests in a Foreign Subsidiary pursuant to and in accordance with Section 6.04(c) of the Credit Agreement, the Collateral Agent shall release any pledge of, security interest in or Lien on such Equity Interests if the conditions to such release set forth in such Section 6.04(c) shall have been satisfied and if the Company shall have delivered a certificate to that effect to the Collateral Agent. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (c)d) above, the Administrative Collateral Agent shall execute and deliver to any each applicable Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 shall be without recourse to or representation or warranty by the Collateral Agent. Notwithstanding paragraph (b) or (c) above, in the case of any Lien on any Equity Interests in an entity organized under the laws of a jurisdiction outside the United States of America, such Lien shall not be released until the Collateral Agent executes and delivers to the applicable Grantor a written consent to such release. The Collateral Agent agrees to execute and deliver any such written consent required by the immediately preceding sentence that is requested by the applicable Grantor in connection with the consummation of any transaction permitted by this Agreement and the Credit Agreement. In the case of any License of Intellectual Property to any Person that is not an Affiliate of any Grantor (i) for which it receives consideration at the time of such License at least equal to the Fair Market Value of the subject Intellectual Property and in respect of which the Borrower shall have delivered a notice to the Administrative AgentAgent designating such transfer as an Asset Disposition for purposes of Section 6.04 of the Credit Agreement, (ii) that constitutes an Asset Disposition under Section 6.04 of the Credit Agreement, or (iii) that does not materially reduce the collateral value to the Secured Parties of the Material Intellectual Property, taken as a whole, and, in each case, is permitted under this Agreement and the Credit Agreement, the Liens on such Intellectual Property granted hereunder shall be subject to the rights of third parties to use such Intellectual Property under such License; provided that no such License shall be used for the purpose of securing or otherwise providing credit support for Indebtedness.

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security interests granted hereby Guaranties made herein shall terminate with respect to all Secured Finance Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) contingent indemnification obligations under Secured Hedge Agreements not yet due accrued and payable) when (i) the Revolving Credit Commitments have expired or been terminated, (yii) Cash Management the principal of and interest on each Loan (including Swing Line Loans) and all fees and other Finance Obligations (other than contingent indemnity obligations and (zthe Other Liabilities) contingent indemnification obligations) shall have been paid in full full, (iii) all Letters of Credit shall have expired or terminated (or been cash collateralized or backstopped in an amount equal to 101.5% of the outstanding Letters of Credit or in respect of which other arrangements reasonably satisfactory to the Administrative Agent and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations Issuers have been made) and (iv) all outstanding Letters of Credit have been reduced to zero (unless or cash collateral collateralized or backstopped in an amount equal to 101.5% of the outstanding Letters of Credit or in respect of which other credit support arrangements reasonably satisfactory to the L/C Issuer thereof in its sole discretion has been provided) Administrative Agent and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreementbeen made). (b) A Subsidiary Party Guarantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction or designation permitted by the Credit Agreement as a result of which such Subsidiary Party Guarantor ceases to be a Restricted Subsidiary of the Lead Borrower or becomes is designated as an Excluded SubsidiaryUnrestricted Subsidiary of Holdings; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph paragraphs (a), (b) or (cb), the Administrative Agent shall execute and deliver to any GrantorGuarantor, at such GrantorGuarantor’s expense, all documents that such Grantor Guarantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 4.13 shall be without recourse to or warranty by the Administrative Agent. (d) A Guarantor (other than Holdings and any Intermediate Holding Company) shall automatically be released from its obligations hereunder if such Guarantor ceases to be a Material Domestic Subsidiary pursuant to the terms of the Credit Agreement.

Termination or Release. (a) This Agreement, the guarantees and undertakings made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured when the Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been indefeasibly paid in full and the Lenders Aggregate Commitments have no further commitment to lend under the Credit Agreementbeen terminated, the L/C LC Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory Cash Collateralized in a manner acceptable to the Administrative Agent and the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have Issuer has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementAgreement to any Person that is not a Grantor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released; provided that the Proceeds resulting from such sale or other transfer shall not be released and shall be included in the Collateral. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this section, the Administrative Agent shall execute and deliver to any Grantor, Grantor at such Grantor’s expense, 's expense all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 section shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall automatically terminate with respect to all Secured Obligations when (i) upon commencement of a Covenant Suspension Period, to the extent that any Liens securing any Indebtedness described in Section 6.5(h) of the Credit Agreement are released substantially concurrently therewith (or at such later time as such Liens securing such Indebtedness are released), and (ii) upon termination of the Commitments and payment in full of all the outstanding Secured Obligations under the Loan Documents (other than (x) Secured Swap Obligations, Secured Bilateral LC Obligations, indemnities and contingent obligations under Secured Hedge Agreements not yet due with respect to which no claim for reimbursement has been made, and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) other than Letters of Credit that have been paid in full cash collateralized pursuant to arrangements mutually agreed between the applicable Issuing Bank and the Lenders have no further commitment Lead Borrower or with respect to lend under the Credit Agreement, the L/C Obligations which other arrangements have been reduced to zero (unless cash collateral or other credit support made that are satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreementapplicable Issuing Bank). (b) A Subsidiary Party Grantor (other than a Borrower) shall automatically be released from its obligations hereunder in accordance with, and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by provided by, Section 9.17 of the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer The security interest granted hereunder by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant shall be automatically released and the license granted in Section 4.03 shall be automatically terminated with respect to such Collateral (i) at the time the property subject to such security interest is transferred or to be transferred as part of or in connection with any transfer not prohibited by the Credit Agreement (and the Administrative Agent may rely conclusively on a certificate to that effect provided to it by such Grantor upon its reasonable request without further inquiry) to any person other than a Grantor, (ii) subject to Section 10.01 9.2 of the Credit Agreement, if the release of such security interest is approved, authorized or ratified in writing by the Required Lenders or (iii) upon release of such Collateral shall be automatically releasedGrantor from its obligations hereunder pursuant to Section 5.12(b) above. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 5.12, the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents and take all such further actions that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery in each case in accordance with the terms of certificates, securities Article VIII and instrumentsSection 9.17 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 5.13 5.12 shall be without recourse to or warranty by the Administrative Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Specified Secured Party by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the obligations of Holdings or any of its Subsidiaries under any Other Arrangement shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Specified Secured Party.

Termination or Release. (a) This Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate when all the Loan Document Obligations (other than contingent or unliquidated obligations or liabilities with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligationswhich no claim has been asserted) have been paid in full in cash or immediately available funds and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement Agreement, as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower Company or becomes an Excluded Subsidiaryotherwise ceases to be a Guarantor; provided that the Required Lenders shall have consented to such transaction (to the extent such consents are required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Credit AgreementAgreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to the terms of Section 10.01 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 7.15, the Administrative Collateral Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release and release; provided, that the Collateral Agent shall perform not be required to take any action under this Section 7.15(d) unless such other actions Pledgor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, (i) a reasonably requested by such Grantor detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Company or such release, including delivery of certificates, securities Pledgor certifying that the transaction giving rise to such termination or release is permitted by each Credit Agreement and instrumentswas consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 5.13 7.15 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) This Agreement, the ---------------------- Guaranties hereunder, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Credit Agreement Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been indefeasibly paid in full in cash and the Lenders have no further commitment to lend or purchase and accept B/As under the Credit Agreement, the L/C Obligations have LC Exposure has been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have Letter of Credit Issuer has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released (i) upon the consummation designation by the US Borrower of any transaction such Subsidiary Party as an Unrestricted Subsidiary, provided -------- that such designation was permitted by the Credit Agreement as a result Agreement, and (ii) in the event that all the capital stock of which such Subsidiary Party ceases shall be sold, transferred or otherwise disposed of to be a Person that is not Holdings or a Subsidiary Party in accordance with the terms of the Borrower or becomes an Excluded Subsidiary; Credit Agreement, provided that the Required Lenders shall have consented -------- to such transaction sale, transfer or other disposition (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor or Pledgor of any Collateral that is permitted under the Credit Agreement to any Person that is not Holdings or any Subsidiary Party in accordance with the terms of the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest Security Interest granted hereby in any Collateral pursuant to Section 10.01 10.04 of the Credit Agreement, the security interest Security Interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) ), or (c)) of this Section 7.15, the Administrative Collateral Agent shall execute and deliver to any GrantorGrantor or Pledgor, as the case may be, at such Grantor’s 's or Pledgor's expense, all documents that such Grantor or Pledgor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 7.15 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) This Agreement, the guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Loan Document Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Loan Party (other than the Additional Borrower) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; , provided that the Required Majority Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementAgreement (other than a sale or other transfer to a Borrower or any Subsidiary), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 subsection 11.1A of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) of this Section 7.14, the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 7.14 shall be without recourse to or warranty by the Administrative Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to automatically when the Commitments shall have expired or been terminated, the principal of and interest on each Loan and all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents fees, expenses and other amounts (other than (xi) obligations under Secured Hedge Agreements contingent amounts not yet due or for which no claim has been made and payable, (yii) Secured Cash Management Obligations and (zSecured Swap Obligations) contingent indemnification obligations) payable under any Loan Document shall have been paid in full and the Lenders all Letters of Credit shall have no further commitment to lend under the expired or been terminated (unless such Letters of Credit Agreement, the L/C Obligations have been reduced cash collateralized or backstopped in accordance with the terms hereof or otherwise in amounts, by institutions and otherwise pursuant to zero (unless cash collateral or other credit support arrangements, in each case reasonably satisfactory to the L/C Issuer thereof in its sole discretion has been providedapplicable Issuing Bank or deemed issued under another agreement reasonably acceptable to the applicable Issuing Bank) and all LC Disbursements shall have been fully reimbursed. (b) The Security Interest and all other security interests granted hereby shall also automatically terminate and be released at the L/C Issuers have no further obligations to issue Letters time or times and in the manner set forth in Section 9.14 of Credit under the Credit Agreement. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), ) or (b) or (c)of this Section 5.13, the Administrative Collateral Agent shall (i) execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and (ii) return any Collateral, which is the subject of such release and in the possession of the Collateral Agent, in each case, so long as the applicable Grantor shall perform have provided the Collateral Agent such other actions certifications or documents as the Collateral Agent shall reasonably requested by such Grantor request in order to effect such release, including delivery of certificates, securities and instrumentsdemonstrate compliance with this Section 5.13. Any execution and delivery of documents by the Collateral Agent pursuant to this Section 5.13 shall be without recourse to or warranty by the Administrative Collateral Agent.

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security interests granted hereby Guarantees made herein shall terminate with respect to all Secured Guaranteed Obligations when (i) all the outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) Commitments have expired or been paid in full terminated and the Lenders have no further commitment to lend under the Credit Agreement, (ii) all principal and interest in respect of each Loan and all other Guaranteed Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Obligations in respect of obligations that may thereafter arise with respect to any Secured Hedge Agreement or any Secured Cash Management Agreement, in each case, not yet due and payable, unless the Administrative Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to each applicable Hedge Bank or Cash Management Bank in respect thereof have not been made) shall have been paid in full in cash, (iii) all Letters of Credit shall have expired or terminated (or been Cash Collateralized, back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer) and (iv) the Outstanding Amount of all L/C Obligations have been reduced to zero (unless cash collateral or other been Cash Collateralized, back-stopped by a letter of credit support reasonably satisfactory to the applicable L/C Issuer thereof in its sole discretion has been provided) and or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuers have no further Issuer), provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Obligations that may subsequently be reversed or revoked, and (y) any obligations that may thereafter arise with respect to issue Letters Secured Hedge Agreements or Secured Cash Management Agreement to the extent not provided for thereunder. (b) A Guarantor that is a Restricted Subsidiary shall automatically be released in the circumstances set forth in Section 9.11 of Credit under the Credit Agreement. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph clauses (a), ) or (b) or (c)above, the Administrative Agent shall promptly execute and deliver to any GrantorGuarantor, at such GrantorGuarantor’s expense, all documents that such Grantor Guarantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 4.12 shall be without recourse to or warranty by the Administrative Agent. (d) At any time that the respective Guarantor desires that the Administrative Agent take any of the actions described in immediately preceding clause (c), it shall, upon request of the Administrative Agent deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant to clause (a) or (b) above. The Administrative Agent shall have no liability whatsoever to any Secured Party as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.12.

Termination or Release. (a) This Agreement, the Guarantees, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan Documents (other than (xObligations under Specified Hedge Agreements) obligations under Secured Hedge Agreements not yet then due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) owing have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the aggregate L/C Obligations have Exposure has been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party Guarantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party Guarantor ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwiseBorrower. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit AgreementAgreement to any person that is not the Borrower or a Guarantor, or or, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 9.8 of the Credit Agreement, the security interest in such Collateral shall be automatically releasedreleased and the Administrative Agent will confirm such release in writing promptly after written request therefor. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) above, the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 7.15 shall be without recourse to or warranty by the Administrative Agent. Without limiting the provisions of Section 7.6, the Borrower shall reimburse the Administrative Agent upon demand for all costs and out of pocket expenses, including the fees, charges and disbursements of counsel, incurred by it in connection with any action contemplated by this Section 7.15.