Common use of Termination or Release Clause in Contracts

Termination or Release. 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 upon termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than (i) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and payable). Each party hereto that is a direct or indirect Subsidiary of the Borrower shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Person ceases to be a direct or indirect Subsidiary of the Borrower. Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (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. In connection with any termination or release pursuant to paragraph (a) or (c) of this Section 6.12, the 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 6.12 shall be without recourse to or warranty by the 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, Security Agreement shall continue in effect until 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 upon termination of the Aggregate Commitments and payment in full in cash of all Notes Obligations (other than (icontingent indemnification obligations for which no claim or demand has been made) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due are paid in full, and payable and (ii) contingent obligations not yet accrued and payable). Each party hereto that is a direct or indirect Subsidiary of the Borrower Liens granted hereunder shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released upon circumstances and to the consummation of any transaction permitted by the Credit Agreement as a result of which such Person ceases to be a direct or indirect Subsidiary extent described in Section 12.02 of the BorrowerIndenture. Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (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. b) In connection with any termination or release pursuant to paragraph (a) or (c) of this Section 6.127.12(a), the 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 6.12 7.12 shall be without recourse to or representation or warranty by the Notes Collateral AgentAgent or any Secured Notes Secured Party. Notwithstanding anything 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 contrary set forth in this Agreement, each Hedge Bank and each Cash Management Bank extent required by the acceptance Section 12.08(bb) of the benefits under this Agreement hereby acknowledges and agrees that Indenture. (ic) The Notes Collateral Agent shall have no liability whatsoever to any other Secured Notes Secured Party as the Security Interests granted under this Agreement result 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 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, as it shall deliver to the case may be, effective in Notes Collateral Agent a certificate signed by a Responsible Officer of such Grantor (or the manner Issuer on behalf of such Grantor) stating that the release of the respective Grantor (and its Collateral) is permitted by this Agreement shall not require pursuant to such Section 7.12(a) and the consent terms of any Hedge Bank or any Cash Management Bank that is not a Lenderthe Indenture. SECTION 7.13.

Termination or Release. This Agreement, the Security Interest and all other security interests granted hereby shall automatically terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically released upon the (i) termination of the Aggregate Commitments and payment in full in cash of all Loan Obligations (other than (i) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent indemnification obligations not yet accrued and payable) and (ii) expiration or termination of all Letters of Credit with no pending drawings (other than Letters of Credit that have been backstopped, Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer have been made). Each party hereto that is a direct or indirect Subsidiary of the Borrower shall automatically be released from its obligations hereunder and the Security Interest in the The Lien granted hereby on any Collateral of such Person shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Person ceases to be a direct or indirect Subsidiary of the Borrower. Upon (i) any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (and the other Loan Document to any Person other than a sale or transfer to another Loan Party)any other Grantor, or upon (ii) 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, (iii) with respect to any Collateral owned by a Grantor, upon the security interest release of such Grantor from its obligations under the Guaranty pursuant to Section 4.13 of the Guaranty, (iv) any Collateral subject to the Security Interest granted hereby becoming Excluded Property or (v) immediately prior to but substantially concurrently with the consummation of the Spin-Off (provided that any such Liens shall be automatically, without any further action from any party hereto, re-instated in full upon the consummation of the Spin-Off. Each Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Grantor shall be automatically released if such Guarantor is released from its obligations under the Guaranty pursuant to Section 9.11 of the Credit Agreement. The Security Interest granted to or held by the Collateral Agent in the relevant Collateral shall be automatically releasedsubordinated or released in accordance with Section 9.11 of the Credit Agreement. In connection with any termination termination, release or release subordination pursuant to paragraph (a), (b), (c) or (cd) of this Section 6.126.13, the 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 termination, release or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instrumentssubordination. Any execution and delivery of documents pursuant to this Section 6.12 6.13 shall be without recourse to or representation or warranty by the 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. In each case subject to the terms of the Intercreditor Agreements: This Agreement, Mortgage and the Security Interest Liens and all other security interests granted hereby created by this Mortgage shall automatically terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically released upon termination the occurrence of the Aggregate Commitments and payment Termination Date or otherwise in full in cash of all Obligations (other than (i) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and payable). Each party hereto that is a direct or indirect Subsidiary accordance with Section 9.15 of the Borrower Credit Agreement. [Mortgagor shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Person Mortgaged Property shall be automatically released upon the consummation of any transaction permitted not prohibited by the Credit Agreement as a result of which such Person Mortgagor ceases to be a direct or indirect Subsidiary of the Borrower. Upon Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Guarantee.]12 The security interests in the Mortgaged Property shall automatically be released (i) upon any sale or other transfer thereof by any Grantor of any Collateral Mortgagor that is permitted under not prohibited by the Credit Agreement (other than to any person that is not a sale or transfer to another Loan Party), or (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral such Mortgaged Property pursuant to Section 10.01 9.02 of the Credit Agreement, or (iii) as otherwise may be provided in the Intercreditor Agreements. Solely with respect to the Secured Obligations (as defined in the Collateral Agreement), Mortgagor shall automatically be released from its obligations hereunder and/or the security interest interests in such Collateral the Mortgaged Property shall in each case be automatically releasedreleased upon the occurrence of any of the circumstances set forth in Section 9.15 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Mortgaged Property shall revert to Mortgagor. In connection with any termination or release pursuant to paragraph (a) or (c) of this Section 6.127.7, the Collateral Agent Mortgagee shall execute and deliver to any Grantor, at such Grantor’s expense, Mortgagor all documents that such Grantor Mortgagor shall reasonably request to evidence such termination or release (including, without limitation, mortgagee releases or UCC termination statements), 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 6.12 7.7 shall be made without recourse to or warranty by Mortgagee. In connection with any termination or release pursuant to this Section 7.7, Mortgagor shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the Collateral Agentfiling of mortgage releases or UCC termination statements. Notwithstanding anything to Upon 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 receipt of any Grantor necessary or proper instruments of termination, satisfaction or release prepared by Mortgagor, Mortgagee shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Mortgaged Property permitted to be released pursuant to this Mortgage. Mortgagor agrees to pay all reasonable and documented out-of-pocket expenses incurred by Mortgagee (and its Subsidiaries under any Secured Hedge Agreement representatives) in connection with the execution and any Cash Management Obligations shall be automatically released upon termination delivery of the Commitments and payment in full in cash of all other Obligations, in each case, unless the Obligations under the Secured Hedge Agreement such release documents 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 Lenderinstruments.

Termination or Release. This Agreement, Agreement and the Security Interest and all other security interests granted hereby pledge hereunder (i) shall terminate cease to be effective with respect to all Secured the BFI Senior Note Obligations and any Liens arising therefrom the AWNA Senior Note Obligations on the earlier of the date (a) on which all the AWNA Indenture Debt and the BFI Indenture Debt shall have been paid to the holders thereof and (b) that is ten days after the provisions of the AWNA Indenture and the BFI Indenture that require equal and ratable security shall be automatically released upon termination held by a court of the Aggregate Commitments and payment in full in cash of all Obligations (other than (i) Cash Management Obligations competent jurisdiction to be invalid, void or obligations under Secured Hedge Agreements not yet due and payable unenforceable and (ii) contingent obligations not yet accrued shall terminate when all the Credit Agreement Senior Obligations have been indefeasibly paid in full, the Senior Lenders have no further commitment to lend, the LC Exposure has been reduced to zero, the Issuing Banks have no further commitment to issue Letters of Credit under the Credit Agreement and payable)the Agent has given written notification thereof to the Collateral Trustee, at which time the Collateral Trustee shall execute and deliver to the Subsidiary Pledgors, at the Subsidiary Pledgors' expense, all documents which the Subsidiary Pledgors shall reasonably request to evidence such termination. Each party hereto that is a direct Any execution and delivery of such documents pursuant to this Section 15 shall be without recourse to or indirect Subsidiary warranty by the Collateral Trustee and shall, upon the reasonable prior request of the Borrower Subsidiary Pledgors, be made prior to such termination for holding in escrow pending such termination. A Subsidiary Pledgor shall automatically be released from its obligations hereunder and the Security Interest in pledge of the Collateral of such Person Subsidiary Pledgor hereunder shall be automatically released upon in the consummation event that all the capital stock of any transaction permitted by such Subsidiary Pledgor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate of AWNA in accordance with the terms of the Credit Agreement as a result of which such Person ceases to be a direct or indirect Subsidiary of and the Borrower. Upon any sale or transfer other Loan Documents; provided that, if required by any Grantor of any Collateral that is permitted under the Credit Agreement (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 terms of the Credit Agreement, the security interest in such Collateral shall be automatically released. In connection with any termination or release pursuant to paragraph (a) or (c) of this Section 6.12, the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expenseRequired Senior Lenders, all documents that such Grantor shall reasonably request to evidence such termination the Senior Lenders 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 6.12 shall be without recourse to or warranty by all the 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 GrantorLenders, as the case may be, effective shall have consented to such sale, transfer or other disposition and the terms of such consent did not provide otherwise; and, provided, further, that any release of a Subsidiary Pledgor or any Collateral after the occurrence and during the continuance of a Triggering Event (as defined in the manner permitted by this Agreement Collateral Trust Agreement) shall not require be subject to the consent prior approval of any Hedge Bank or any Cash Management Bank that is not a Lenderthe Collateral Trustee.

Termination or Release. This Agreement, Agreement and the Security Interest and all other security interests granted hereby pledge hereunder (i) shall terminate cease to be effective with respect to all Secured the BFI Senior Note Obligations and any Liens arising therefrom the AWNA Senior Note Obligations on the earlier of the date (a) on which all the AWNA Indenture Debt and the BFI Indenture Debt shall have been paid in full to the holders thereof and (b) that is ten days after the provisions of the AWNA Indenture, the BFI Indenture and each 2001 Indenture that require equal and ratable security shall be automatically released upon termination held by a court of the Aggregate Commitments and payment in full in cash of all Obligations (other than (i) Cash Management Obligations competent jurisdiction to be invalid, void or obligations under Secured Hedge Agreements not yet due and payable unenforceable and (ii) contingent obligations not yet accrued shall terminate when all the monetary Credit Agreement Obligations have been indefeasibly paid in full, the Lenders have no further commitment to lend, the LC Exposure has been reduced to zero, the Issuing Banks have no further commitment to issue Letters of Credit under the Credit Agreement and payable)the Agent has given written notification thereof to the Collateral Trustee, at which time the Collateral Trustee shall execute and deliver to the Subsidiary Pledgors, at the Subsidiary Pledgors' expense, all documents which the Subsidiary Pledgors shall reasonably request to evidence such termination. Each party hereto that is a direct Any execution and delivery of such documents pursuant to this Section 15 shall be without recourse to or indirect Subsidiary warranty by the Collateral Trustee and shall, upon the reasonable prior request of the Borrower Subsidiary Pledgors, be made prior to such termination for holding in escrow pending such termination. A Subsidiary Pledgor shall automatically be released from its obligations hereunder and the Security Interest in pledge of the Collateral of such Person Subsidiary Pledgor hereunder shall be automatically released upon in the consummation event that all the Equity Interests of any transaction permitted by such Subsidiary Pledgor shall be sold, transferred or otherwise disposed of to a Person that is not an Affiliate of AWNA in accordance with the terms of the Credit Agreement as a result of which such Person ceases to be a direct or indirect Subsidiary of and the Borrower. Upon any sale or transfer other Loan Documents; provided that, if required by any Grantor of any Collateral that is permitted under the Credit Agreement (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 terms of the Credit Agreement, the security interest Required Lenders or all the Lenders, as the case may be, shall have consented to such sale, transfer or other disposition and the terms of such consent did not provide otherwise; and, provided, further, that any release of a Subsidiary Pledgor or any Collateral after the occurrence and during the continuance of a Triggering Event (as defined in such the Collateral Trust Agreement) shall be subject to the prior approval of the Collateral Trustee. The Pledge hereunder shall automatically released. In connection terminate with respect to any termination Collateral sold, transferred or release pursuant to paragraph (a) or (c) disposed of in accordance with this Section 6.12Agreement and the Credit Agreement, and the Collateral Agent shall execute and deliver to any Grantorthe Pledgors, at such Grantor’s the Pledgors' expense, all documents that such Grantor which the Pledgors shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release(which documents shall, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.12 shall be without recourse to or warranty by the Collateral Agent. Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank and each Cash Management Bank by the acceptance upon prior request of the benefits under this Agreement hereby acknowledges Pledgors, be delivered prior to, 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 held in full in cash of all other Obligationsescrow pending, in each casesuch sale, unless the Obligations under the Secured Hedge Agreement transfer 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 Lenderdisposition).

Termination or Release. This (a) 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 Security Documents and subject to 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 substantially the same rights and obligations as afforded under the Senior Lien Intercreditor Agreement. Notwithstanding the foregoing, if an Event of Default exists on the First-Priority Lien Obligations Termination Date, the second priority Liens on the RBL Priority Collateral granted hereunder will not be released, except to the extent the RBL Priority Collateral or any portion thereof was disposed of in order to repay the First-Priority Lien Obligations secured by the RBL Priority Collateral, and thereafter the Agent will have the right to foreclose or direct the Applicable First Lien Agent to foreclose upon the RBL Priority Collateral (but in such event, the Liens arising therefrom shall be automatically released upon termination of on the Aggregate Commitments and payment in full in cash of all RBL Priority Collateral securing the Obligations (other than (i) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and payable). Each party hereto that is a direct or indirect Subsidiary of the Borrower shall automatically will be released from its obligations hereunder when such Event of Default and the Security Interest in the Collateral of such Person shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Person ceases to be a direct or indirect Subsidiary of the Borrower. Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (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. In connection with any termination or release pursuant to paragraph (a) or (c) of this Section 6.12, the 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 6.12 shall be without recourse to or warranty by the 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 Events of Default cease 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 Lenderexist).

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security interests granted hereby shall terminate with respect to when all Secured Obligations and any Liens arising therefrom shall be automatically released upon termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than (i) Cash Management Obligations or contingent indemnity obligations under Secured Hedge Agreements not yet due the Loan Documents for which no claim has been asserted) have been indefeasibly paid in full and payable and (ii) contingent obligations not yet accrued and payable). Each party hereto that is a direct or indirect Subsidiary the commitment of the Borrower shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Person ceases Secured Party to be a direct or indirect Subsidiary make advances of the Borrower. Upon any sale or transfer by any Grantor of any Collateral that is permitted Loan under the Credit Loan Agreement has expired or terminated, and upon such payment expiration and Termination, Secured Party shall promptly (other but in no event more 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 twenty (20) days after such payment in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. In connection with any termination or release pursuant to paragraph full) (a1) or (c) of this Section 6.12, the Collateral Agent shall execute and deliver to any Grantor, at such GrantorPledgor (or authorize Pledgor to file) UCC-3 termination statements or similar documents and agreements to terminate all of Secured Party’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 6.12 shall be without recourse to or warranty by the 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 rights under this Agreement hereby acknowledges and agrees the other Loan Documents (other than those rights expressly surviving the repayment of the Debt), and (2) deliver to Pledgor all Pledged Interests. If Secured Party cannot locate one or more of the original Pledged Interests, Secured Party shall deliver to Pledgor (within such thirty (30) day period) an affidavit from a duly authorized officer of Secured Party, in form and substance reasonably satisfactory to Pledgor and Secured Party, (a) stating, inter alia, that (i) Secured Party has made diligent search for such original Pledged Interests and cannot locate 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 Obligationssame, 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 loss of Collateral or custody of the original Pledged Interests was not the result of a Grantortransfer by Pledgor or a lawful seizure (iii) Secured Party has not sold, as assigned or transferred any of such Pledged Interests nor pledged, hypothecated or encumbered the case may besame, effective in (iv) if Secured Party subsequently finds such original Pledged Interests, it shall promptly return the manner permitted same to Pledgor and (b) indemnifying Pledgor and holding Pledgor harmless from and against all loss, liability, cost and expense incurred by this Agreement shall not require Pledgor related to, arising from or occasioned by, any third party holding the consent original Pledged Interests of any Hedge Bank or any Cash Management Bank that is not a Lenderthe Secured Party.

Termination or Release. In each case subject to the terms of any applicable Intercreditor Agreement: This AgreementMortgage and the Liens and security interests created by this Mortgage shall automatically terminate and be released upon the occurrence of the later of the Termination Date and, if any Other First Lien Obligations are outstanding on the Termination Date, the Security Interest and date when all Other First Lien Obligations (in each case other security interests granted hereby shall terminate with respect to all Secured Obligations than contingent or unliquidated obligations or liabilities not then due and any Liens arising therefrom shall be automatically released upon termination other obligations that, by the terms of the Aggregate Commitments and payment Other First Lien Agreements, are not required to be paid in full prior to such termination and release) have been paid in cash of all Obligations (other than (i) Cash Management Obligations or obligations full and the Secured Parties have no further commitment to extend credit under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and payable)any Other First Lien Agreement. Each party hereto that is a direct or indirect Subsidiary of the Borrower [Mortgagor shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Person Mortgaged Property shall be automatically released 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 Person Mortgagor ceases to be a direct or indirect Subsidiary of the Borrower. Upon Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Guarantee.]2 The security interests in the Mortgaged Property shall automatically be released (i) upon any sale or other transfer thereof by any Grantor of any Collateral Mortgagor that is permitted under not prohibited by the Credit Agreement (other than or any Other First Lien Agreement to any person that is not a sale or transfer to another Loan Party), or (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral such Mortgaged Property pursuant to Section 10.01 9.08 of the Credit Agreement and any applicable provision of any Other First Lien Agreement (in each case, to the extent required), or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. If the Mortgaged Property shall become subject to the release provisions set forth in Section 8.11 of the Credit Agreement, the security interest in such Collateral Mortgaged Property shall be automatically releasedreleased from the security interest hereunder in the Mortgaged Property to the extent provided therein. Solely with respect to the Credit Agreement Secured Obligations (as defined in the Collateral Agreement), Mortgagor shall automatically be released from its obligations hereunder and/or the security interests in the Mortgaged Property shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Mortgaged Property shall revert to Mortgagor. Solely with respect to any Other First Lien Obligations, Mortgagor shall automatically be released from its obligations hereunder and/or the security interests in the Mortgaged Property shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Mortgaged Property shall revert to Mortgagor. In connection with any termination or release pursuant to paragraph (a) or (c) of this Section 6.127.7, the Collateral Agent Mortgagee shall execute and deliver to any Grantor, at such Grantor’s expense, Mortgagor all documents that such Grantor Mortgagor 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, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.12 shall be without recourse to or warranty by the 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.limitation,

Termination or Release. 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 upon termination all of the Aggregate Commitments and payment in full in cash of all Secured Obligations (other than (x) (i) Cash Management Obligations or obligations and (ii) Secured Obligations under Secured Hedge Agreements not yet due and payable payable, and (iiy) contingent obligations not yet accrued and payable) having been paid in full, all Letters of Credit having been Cash Collateralized or otherwise back-stopped (including by “grandfathering” into any future credit facilities), in each case, on terms reasonably satisfactory to the relevant L/C Issuer in its reasonable discretion, or having expired or having been terminated, and the Aggregate Commitments having expired or having been terminated. Each party hereto that is a direct or indirect Subsidiary of A Grantor (other than the Borrower Borrower) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Person Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Person Grantor ceases to be a direct or indirect Subsidiary of the BorrowerBorrower or becomes an Excluded Subsidiary or an Unrestricted 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. Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (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. In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.12, the Collateral 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; subject, in the case of paragraphs (b) and (c) of this Section 6.12, to the Administrative Agent’s receipt of a certification by the Borrower and applicable Grantor stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents. Any execution and delivery of documents pursuant to this Section 6.12 shall be without recourse to or warranty by the Collateral Administrative 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, Agreement and the Security Interest and all other security interests granted hereby (i) shall automatically terminate with respect to when all Secured Obligations and any Liens arising therefrom shall be automatically released upon termination of the Aggregate Commitments and payment in full in cash of all Loan Obligations (other than (i) Cash Management Obligations unasserted contingent indemnification obligations or obligations under Secured Hedge Agreements other contingent obligations, in each case, not yet due and payable payable) have been paid in full and (ii) contingent obligations not yet accrued and payable). Each party hereto that is a direct or indirect Subsidiary no Letters of the Borrower shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released upon the consummation of any transaction permitted by Credit are outstanding pursuant to the Credit Agreement as a result of which such Person ceases to be a direct or indirect Subsidiary of the Borrower. Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or transfer to another Loan Party), or upon the effectiveness of any written consent unless arrangements reasonably satisfactory to the release of Issuer have been made to eliminate the security interest granted hereby in any Collateral pursuant Issuer’s credit risk with respect to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. In connection with any termination or release pursuant to paragraph L/C Obligation and all Commitments have terminated (a) or (c) of this Section 6.12, at which time the Collateral Agent shall execute and deliver to any Grantoreach Pledgor, at such GrantorPledgor’s expense, all UCC termination statements or their equivalent in any other jurisdiction and other documents that which such Grantor Pledgor shall reasonably request to evidence such termination termination) and (ii) shall continue to be effective or release and shall perform such other actions reasonably requested be reinstated, as the case may be, if at any time any payment in respect of any Obligation is rescinded or must otherwise be restored by such Grantor to effect such release, including delivery any Secured Party upon any bankruptcy or reorganization of certificates, securities and instrumentsany Xxxxxxx or otherwise. Any execution and delivery of termination statements or documents pursuant to this Section 6.12 12(a) shall be without recourse to or warranty by the Collateral Agent. Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank A Subsidiary Guarantor shall automatically be released from its obligations hereunder 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 in the Collateral of the Obligations of any Grantor and its Subsidiaries under any Secured Hedge Agreement and any Cash Management Obligations such Subsidiary Guarantor shall be automatically released upon termination in the event that (x) the Equity Interests of the Commitments and payment in full in cash such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of all other Obligations, in each case, unless the Obligations pursuant to a transaction permitted under the Secured Hedge Credit 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 Person that is not an Affiliate of Borrower such that such Person is no longer a LenderRestricted Subsidiary of Borrower or (y) such Subsidiary Grantor ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Credit Agreement.

Termination or Release. This (a) 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 substantially the same rights and obligations as afforded under the Senior Lien Intercreditor Agreement. Notwithstanding the foregoing, if an Event of Default exists on the First-Priority Lien Obligations Termination Date, the second priority Liens on the RBL Priority Collateral granted hereunder will not be released, except to the extent the RBL Priority Collateral or any portion thereof was disposed of in order to repay the First-Priority Lien Obligations secured by the RBL Priority Collateral, and thereafter the Agent will have the right to foreclose or direct the Applicable First Lien Agent to foreclose upon the RBL Priority Collateral (but in such event, the Liens arising therefrom shall be automatically released upon termination of on the Aggregate Commitments and payment in full in cash of all RBL Priority Collateral securing the Obligations (other than (i) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and payable). Each party hereto that is a direct or indirect Subsidiary of the Borrower shall automatically will be released from its obligations hereunder when such Event of Default and the Security Interest in the Collateral of such Person shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Person ceases to be a direct or indirect Subsidiary of the Borrower. Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (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. In connection with any termination or release pursuant to paragraph (a) or (c) of this Section 6.12, the 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 6.12 shall be without recourse to or warranty by the 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 Events of Default cease 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 Lenderexist).

Termination or Release. This (a) Subject to any applicable terms of the Priority Lien 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) or any other release of all or substantially all of the Collateral securing First-Priority Lien Obligations; 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 Collateral (other than Excluded Assets) and the related Liens are incurred in reliance on clause (6)(B) of the definition of “Permitted Liens” 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 such Collateral, and the Liens securing the Obligations will be junior priority Liens on such Collateral securing such First-Priority Lien Obligations to the same extent provided by the Security Documents and subject to the Priority Lien Intercreditor Agreement or an intercreditor agreement that provides the Agent, the Secured Parties and the holders of such new First-Priority Lien Obligations substantially the same rights and obligations as afforded under the Priority Lien Intercreditor Agreement. Notwithstanding the foregoing, if an Event of Default exists on the First-Priority Lien Obligations Termination Date, the junior priority Liens on the Collateral granted hereunder will not be released, except to the extent the Collateral or any portion thereof was disposed of in order to repay the First-Priority Lien Obligations secured by the Collateral, and thereafter the Agent will have the right to foreclose or direct the Applicable First Lien Agent to foreclose upon the Collateral (but in such event, the Liens arising therefrom shall be automatically released upon termination of on the Aggregate Commitments and payment in full in cash of all Collateral securing the Obligations (other than (i) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and payable). Each party hereto that is a direct or indirect Subsidiary of the Borrower shall automatically will be released from its obligations hereunder when such Event of Default and the Security Interest in the Collateral of such Person shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Person ceases to be a direct or indirect Subsidiary of the Borrower. Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (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. In connection with any termination or release pursuant to paragraph (a) or (c) of this Section 6.12, the 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 6.12 shall be without recourse to or warranty by the 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 Events of Default cease 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 Lenderexist).

Termination or Release. This (a) 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 Security Documents and subject to 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 substantially the same rights and obligations as afforded under the Senior Lien Intercreditor Agreement. Notwithstanding the foregoing, if an Event of Default exists on the First-Priority Lien Obligations Termination Date, the second priority Liens on the RBL Priority Collateral granted hereunder will not be released, except to the extent the RBL Priority Collateral or any portion thereof was disposed of in order to repay the First-Priority Lien Obligations secured by the RBL Priority Collateral, and thereafter the Agent will have the right to foreclose or direct the Applicable First Lien Agent to foreclose upon the RBL Priority Collateral (but in such event, the Liens arising therefrom shall be automatically released upon termination of on the Aggregate Commitments and payment in full in cash of all RBL Priority Collateral securing the Obligations (other than (i) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and payable). Each party hereto that is a direct or indirect Subsidiary of the Borrower shall automatically will be released from its obligations hereunder when such Event of Default and the Security Interest in the Collateral of such Person shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Person ceases to be a direct or indirect Subsidiary of the Borrower. Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (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. In connection with any termination or release pursuant to paragraph (a) or (c) of this Section 6.12, the 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 6.12 shall be without recourse to or warranty by the 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 Events of Default cease 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 Lenderexist).

Termination or Release. 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 and any Liens arising therefrom shall be automatically released upon termination Date of the Aggregate Commitments and payment in full in cash of all Obligations (other than (i) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and payable)Full Satisfaction. Each party hereto that is a direct or indirect Subsidiary of the Borrower A Grantor shall automatically be released from its obligations hereunder and the Security Interest security interests created hereunder in the Collateral of such Person Grantor shall be automatically released upon in the consummation circumstances set forth in Sections 10.06 and 12.05 of the Indenture, including, with respect to any transaction permitted by the Credit Agreement Grantor, as a result of any transaction not prohibited under the Indenture pursuant to which such Person Grantor ceases to be a direct or indirect Subsidiary of the BorrowerCompany. Upon any sale sale, transfer or transfer other disposition by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or transfer Indenture to any Person that is not another Loan Party)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 as set forth in Sections 10.06 and 12.05 of the Credit AgreementIndenture, the security interest in such Collateral shall be automatically released. 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. The security interest in any Collateral shall be automatically released in any circumstance set forth in Sections 10.06 and 12.05 of the Indenture or upon any release of the Lien on such Collateral in accordance with Sections 10.06 and 12.05 of the Indenture. In connection with any termination or release pursuant to paragraph Section 7.12(a), (a) b), (c), (d), or (c) of this Section 6.12e), the 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; provided that the Collateral Agent may reasonably request a certificate of a Responsible Officer of the Company certifying that the transaction or transactions giving rise to such termination or release are permitted under the Indenture and the other Indenture Documents, and the Collateral Agent may rely on such certificate in connection with any execution and delivery of documents by the Collateral Agent pursuant to this Section 7.12. Any execution and delivery of documents pursuant to this Section 6.12 7.12 shall be without recourse to or representation or warranty by the Collateral AgentAgent or any Secured Party (other than with respect to authorization to execute such document). Notwithstanding anything Without limiting the provisions of Section 7.10, the Company or shall reimburse (or cause to be reimbursed) the contrary set forth 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 Agreement, each Hedge Bank and each Cash Management Bank by the acceptance Section 7.12 in accordance with Section 7.06 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 LenderIndenture.

Termination or Release. (1) 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 all Secured Obligations and any Liens arising therefrom shall be automatically released upon termination of the Aggregate Commitments and payment in full in cash of all Term Loan Obligations (other than (i) Term Loan Obligations in respect of Specified Hedge Agreements, Cash Management Obligations or obligations under Secured Hedge Agreements and contingent indemnification and reimbursement obligations, in each case, that are not yet due and payable and (iifor which no claim has been asserted) contingent obligations not yet accrued and payable). Each party hereto that is a direct have been paid in full in cash or indirect Subsidiary of the Borrower shall automatically be released from its obligations hereunder immediately available funds and the Security Interest in the Collateral of such Person shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Person ceases Lenders have no further commitment to be a direct or indirect Subsidiary of the Borrower. Upon any sale or transfer by any Grantor of any Collateral that is permitted lend under the Credit Agreement Agreement; provided, however, that no such termination shall be effective at any time when any Existing Notes Obligations remain outstanding unless and until (a) the Lead Borrower has notified the Collateral Agent in writing whether at such time there is outstanding any debt of any Person that is secured by the Existing Notes Designated Collateral (which notification the Lead Borrower hereby agrees to provide promptly upon the Collateral Agent’s request therefor) and (b) if any such secured debt is outstanding at such time, the Collateral Agent has taken such actions, at the expense of the Borrowers, as the Lead Borrower may reasonably request to transfer all Collateral consisting of Existing Notes Designated Collateral and all related Liens thereon and security interests therein (without any representation or warranties (other than a sale or transfer representation and warranty as to another Loan Partyno Liens on the Existing Notes Designated Collateral created by the Agent in its individual capacity), or upon the effectiveness of any written consent ) to the release of Existing Notes Trustee or such other agent or Person as the security interest granted hereby in any Collateral pursuant to Section 10.01 of Lead Borrower may direct (provided further, however, that if such other secured debt is (x) under the ABL Credit Agreement, the security interest in all such Collateral in the form of possessory collateral shall be automatically released. In connection with any termination or release pursuant transferred to paragraph the collateral agent under the ABL Credit Agreement, notwithstanding anything in the foregoing to the contrary, (ay) under the Second Lien Notes, all such Collateral in the form of possessory collateral shall be transferred to the collateral agent under the Second Lien Notes Indenture, notwithstanding anything in the foregoing to the contrary (unless secured debt described in the immediately preceding clause (x) is also outstanding, in which case such clause (x) shall govern) or (cz) of this Section 6.12, under the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expenseThird Lien Notes, 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 Collateral in the form of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.12 possessory collateral shall be without recourse transferred to or warranty by the Collateral Agent. Notwithstanding collateral agent under the Third Lien Notes Indenture, notwithstanding anything in the foregoing to the contrary set forth (unless secured debt described 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 immediately preceding clause (ix) 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 Obligationsand/or clause (y) is also outstanding, in each case, unless the Obligations under the Secured Hedge Agreement which case such clause (x) or the Cash Management Obligations are due and payable at such time clause (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 Grantory), as the case may beapplicable, 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 Lendergovern)).

Termination or Release. 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 and any Liens arising therefrom shall be automatically released upon termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than (i) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent indemnification obligations not yet accrued and payable)) when the principal of and interest on each Loan and all fees and other Obligations (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full in cash. Each party hereto that is a direct or indirect Subsidiary of the Borrower A Guarantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released upon the consummation of any transaction or designation permitted by the Credit Agreement as a result of which such Person Guarantor ceases to be a direct or indirect Subsidiary of the Borrower. Upon any sale Borrower or transfer by any Grantor is designated as an Unrestricted Subsidiary of any Collateral Holdings (provided that is permitted under the Credit Agreement (other than no such release shall occur if such Guarantor continues to be a sale or transfer to another Loan Party), or upon the effectiveness of any written consent to the release guarantor in respect of the security interest granted hereby in ABL Facility, any Collateral pursuant to Section 10.01 Permitted Ratio Debt, any Junior Financing, Permitted Unsecured Refinancing Debt, Permitted Second Priority Refinancing Debt or any Permitted Refinancing of the Credit Agreement, the security interest in such Collateral shall be automatically releasedforegoing). In connection with any termination or release pursuant to paragraph paragraphs (a) or (c) of this Section 6.12b), the Collateral 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 6.12 4.13 shall be without recourse to or warranty by the Collateral Administrative Agent. Notwithstanding anything 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 contrary set forth in this Agreement, each Hedge Bank and each Cash Management Bank by the acceptance terms of the benefits under this Credit Agreement hereby acknowledges and agrees (provided that (i) the Security Interests granted under this Agreement no such release shall occur if such Guarantor continues to be a guarantor in respect of the Obligations of ABL Facility, Permitted Ratio Debt, Permitted Unsecured Refinancing Debt, Permitted Second Priority Refinancing Debt, any Grantor and its Subsidiaries under Junior Financing or any Secured Hedge Agreement and any Cash Management Obligations shall be automatically released upon termination Permitted Refinancing 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 Lenderforegoing).

Termination or Release. This Agreement, Agreement shall create a continuing pledge and assignment of and security interest in the Security Interest Collateral and all other security interests granted hereby shall terminate with respect to (a) remain in full force and effect until the date all Secured Obligations and any Liens arising therefrom shall be automatically released upon termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than (i) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and payable). Each party hereto that is a direct ) have been paid in full, all Commitments have terminated or indirect Subsidiary expired and each Agent, upon request of the Borrower Grantors, has taken such actions as shall automatically be released from its obligations hereunder and required to release the Security Interest security interest created under this Agreement in the Collateral (the “Discharge Date”); (b) be binding upon each Grantor and its respective successors and permitted assigns; and (c) inure, together with the rights and remedies of such Person Collateral Agent, to the benefit of Collateral Agent, the other Secured Parties and their respective successors, transferees and permitted assigns; provided, however, that upon the conditions set forth in Section 2.10(c) of the Loan Agreement being met with respect to a Subsidiary Guarantor (a “Released Subsidiary Guarantor”), the security interest granted herein with respect to the Pledged Equity (and any other rights as specified in Section 4 hereof) of the applicable Released Subsidiary Guarantor and the Pledged Equity of any Subject Fund owned by the Released Subsidiary Guarantor (together, the “Released Subsidiary Guarantor Collateral”) shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Person ceases to be a direct or indirect Subsidiary of the Borrower. Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or transfer to another Loan Party)released, or upon the effectiveness of any written consent to the release of the security interest granted hereby in the Released Subsidiary Guarantor Collateral shall terminate and all *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission rights to the Released Subsidiary Guarantor Collateral shall revert to Borrower or Released Subsidiary Guarantor, as applicable, and any certificated securities and irrevocable proxies and/or power relating to the Released Subsidiary Guarantor Collateral pursuant shall be returned to Section 10.01 the Borrower or Released Subsidiary Guarantor, as applicable. Collateral Agent or any of the Credit Agreementother Secured Parties may assign or otherwise transfer all or any part of or interest in the Financing Documents or other evidence of indebtedness held by them to any other Person to the extent permitted by and in accordance with the Loan Agreement and the CADA, and such other Person shall thereupon become vested with all or an appropriate part of the benefits in respect thereof granted to the Secured Parties herein or otherwise. The release of the security interest in any or all of the Collateral, the taking or acceptance of additional security, or the resort by Collateral Agent to any security it may have in any order it may deem appropriate, shall not affect the liability of any Person on the indebtedness secured hereby. Upon the Discharge Date, the security interest in such granted hereby shall terminate and all rights to the Collateral shall be automatically releasedrevert to the Grantors. In connection with any termination or release pursuant to paragraph (a) or (c) of this Section 6.12Upon the Discharge Date, the Collateral Agent shall will, at the Grantors’ expense, execute and deliver to each Grantor such documents as any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence the termination of this Agreement. If this Agreement shall be terminated or revoked by operation of Law, each Grantor shall indemnify and hold Collateral Agent and the other Secured Parties harmless from any cost or expense which may be suffered or incurred by Collateral Agent and the other Secured Parties in acting hereunder in accordance with the indemnification provisions set forth in the Loan Agreement, prior to the receipt by Collateral Agent, its successors, transferees or assigns of notice of 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 6.12 shall be without recourse to or warranty by the 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 Lenderrevocation.

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security interests granted hereby (i) shall automatically terminate with respect to when all Secured Obligations and any Liens arising therefrom shall be automatically released upon termination of the Aggregate Commitments and payment in full in cash of all Loan Obligations (other than (i) Cash Management Obligations unasserted contingent indemnification obligations or obligations under Secured Hedge Agreements other contingent obligations, in each case, not yet due and payable payable) have been paid in full and (ii) contingent obligations not yet accrued and payable). Each party hereto that is a direct or indirect Subsidiary no Letters of the Borrower shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released upon the consummation of any transaction permitted by Credit are outstanding pursuant to the Credit Agreement as a result of which such Person ceases to be a direct or indirect Subsidiary of the Borrower. Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or transfer to another Loan Party), or upon the effectiveness of any written consent unless arrangements reasonably satisfactory to the release of Issuer have been made to eliminate the security interest granted hereby in any Collateral pursuant Issuer’s credit risk with respect to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. In connection with any termination or release pursuant to paragraph L/C Obligation and all Commitments have terminated (a) or (c) of this Section 6.12, at which time the Collateral Agent shall execute and deliver to any Grantoreach Pledgor, at such GrantorPledgor’s expense, all UCC termination statements or their equivalent in any other jurisdiction and other documents that which such Grantor Pledgor shall reasonably request to evidence such termination termination) and (ii) shall continue to be effective or release and shall perform such other actions reasonably requested be reinstated, as the case may be, if at any time any payment in respect of any Obligation is rescinded or must otherwise be restored by such Grantor to effect such release, including delivery any Secured Party upon any bankruptcy or reorganization of certificates, securities and instrumentsany Pxxxxxx or otherwise. Any execution and delivery of termination statements or documents pursuant to this Section 6.12 12(a) shall be without recourse to or warranty by the Collateral Agent. Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank A Subsidiary Guarantor shall automatically be released from its obligations hereunder 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 in the Collateral of the Obligations of any Grantor and its Subsidiaries under any Secured Hedge Agreement and any Cash Management Obligations such Subsidiary Guarantor shall be automatically released upon termination in the event that (x) the Equity Interests of the Commitments and payment in full in cash such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of all other Obligations, in each case, unless the Obligations pursuant to a transaction permitted under the Secured Hedge Credit 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 Person that is not an Affiliate of Borrower such that such Person is no longer a LenderRestricted Subsidiary of Borrower or (y) such Subsidiary Grantor ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Credit 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 when all Secured the Loan Document Obligations and any Liens arising therefrom shall be automatically released upon termination of the Aggregate Commitments and payment have been indefeasibly paid in full in cash and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and the Issuing Bank has no further obligations to issue Letters of all Obligations Credit under the Credit Agreement. (other than (ib) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and payable). Each party hereto that is a direct or indirect A Subsidiary of the Borrower Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Person Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Person Subsidiary Party ceases to be a direct or indirect Subsidiary of the Borrower; 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 (other than to any Person that is not a sale or transfer to another Loan Party)Grantor, 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 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 Collateral 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 6.12 7.15 shall be without recourse to or warranty by the Collateral Administrative 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.SECTION 7.16

Termination or Release. This Agreement, Agreement and the Security Interest and all other security interests granted hereby Guarantees made hereunder (a) shall terminate automatically when all the Obligations (other than with respect to all Secured Obligations and any Liens arising therefrom shall be automatically released upon indemnifications that expressly survive the termination of this Agreement and the Aggregate Commitments Credit Agreement and payment are not due and payable or reasonably foreseeable on such date) have been paid in full or collateralized in full in cash of all Obligations (other than (i) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and payable). Each party hereto that is in a direct manner reasonably satisfactory to the Agent or indirect Subsidiary of the Borrower shall automatically be released from its obligations hereunder otherwise performed and the Security Interest in the Collateral of such Person shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Person ceases Lenders have no further commitment to be a direct or indirect Subsidiary of the Borrower. Upon any sale or transfer by any Grantor of any Collateral that is permitted lend under the Credit Agreement (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. In connection with any termination or release pursuant to paragraph (a) or (c) of this Section 6.12, the 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 6.12 shall be without recourse to or warranty by the 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 (iib) any release of Collateral shall continue to be effective or of a Grantorbe reinstated, as the case may be, effective 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 Guarantor upon the insolvency, bankruptcy or reorganization of any Borrower, any Guarantor or otherwise. If (i) all of the Equity Interests or other securities of a Guarantor are sold, transferred or otherwise disposed of to a non-Loan Party in accordance with the manner permitted terms of the Credit Agreement or pursuant to the written consent of the Required Lenders or, if required by the terms of the Credit Agreement, all the Lenders or (ii) a Guarantor otherwise ceases to be a Guarantor in accordance with the terms of the Credit Agreement or pursuant to the written consent of the Required Lenders or, if required by the terms of the Credit Agreement, all the Lenders, such Guarantor shall be automatically released from its obligations under this Agreement without further action by any party. In connection with any of the foregoing, the Agent shall not require the consent of execute and deliver to such Guarantor or Guarantor’s designee, at such Guarantor’s expense, any Hedge Bank documents or any Cash Management Bank that is not a Lenderinstruments which such Guarantor shall reasonably request from time to time to evidence such termination or release.

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 when all Secured Obligations and any Liens arising therefrom shall be automatically released upon termination of the Aggregate Commitments and payment in full in cash of all Loan Document Obligations (other than (iwholly contingent indemnification obligations) Cash Management Obligations or obligations under Secured Hedge Agreements not yet then due and payable owing have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, no Letters of Credit are outstanding (iiunless such Letter of Credit has been cash collateralized on terms satisfactory to the Administrative Agent or is supported by a Backstop Letter of Credit) contingent and the Issuing Bank has no further obligations not yet accrued and payable)to issue Letters of Credit under the Credit Agreement. Each party hereto that is a direct or indirect (b) A Subsidiary of the Borrower Guarantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Person Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Person Subsidiary Guarantor ceases to be a direct or indirect Subsidiary of the BorrowerSubsidiary. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than to any person that is not the Borrower or a sale or transfer to another Loan Party)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 9.08 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 6.12above, the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s '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 6.12 7.15 shall be without recourse to or representation or warranty by the 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 Agent or any Secured Hedge Agreement Party. Without limiting the provisions of Section 7.06, the Borrower shall reimburse the Collateral 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 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 action contemplated by this Agreement shall not require the consent of any Hedge Bank or any Cash Management Bank that is not a LenderSection. SECTION 7.16.

Termination or Release. This (a) Subject to any applicable terms of the Senior Priority Lien 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) or any other release of all or substantially all of the Collateral securing First-Priority Lien Obligations; 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 Collateral (other than Excluded Assets) and the related Liens are incurred in reliance on clause (6)(B) of the definition of “Permitted Liens” 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 such Collateral, and the Liens securing the Obligations will be junior priority Liens on such Collateral securing such First-Priority Lien Obligations to the same extent provided by the Security Documents and subject to the Senior Priority Lien Intercreditor Agreement or an intercreditor agreement that provides the Agent, the Secured Parties and the holders of such new First-Priority Lien Obligations substantially the same rights and obligations as afforded under the Senior Priority Lien Intercreditor Agreement. Notwithstanding the foregoing, if an Event of Default exists on the First-Priority Lien Obligations Termination Date, the junior priority Liens on the Collateral granted hereunder will not be released, except to the extent the Collateral or any portion thereof was disposed of in order to repay the First-Priority Lien Obligations secured by the Collateral, and thereafter the Agent will have the right to foreclose or direct the Applicable First Lien Agent to foreclose upon the Collateral (but in such event, the Liens arising therefrom shall be automatically released upon termination of on the Aggregate Commitments and payment in full in cash of all Collateral securing the Obligations (other than (i) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and payable). Each party hereto that is a direct or indirect Subsidiary of the Borrower shall automatically will be released from its obligations hereunder when such Event of Default and the Security Interest in the Collateral of such Person shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Person ceases to be a direct or indirect Subsidiary of the Borrower. Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (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. In connection with any termination or release pursuant to paragraph (a) or (c) of this Section 6.12, the 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 6.12 shall be without recourse to or warranty by the 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 Events of Default cease 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 Lenderexist).

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: This Agreement, Mortgage and the Security Interest Liens and all other security interests granted hereby created by this Mortgage shall automatically terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically released upon termination the occurrence of the Aggregate Commitments and payment Termination Date or otherwise in full in cash of all Obligations (other than (i) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and payable). Each party hereto that is a direct or indirect Subsidiary accordance with Section 9.18 of the Borrower Credit Agreement. [Mortgagor shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Person Mortgaged Property shall be automatically released upon the consummation of any transaction permitted not prohibited by the Credit Agreement as a result of which such Person Mortgagor ceases to be a direct or indirect Subsidiary of the Borrower. Upon Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Guarantee.]13 The security interests in the Mortgaged Property shall automatically be released (i) upon any sale or other transfer thereof by any Grantor of any Collateral Mortgagor that is permitted under not prohibited by the Credit Agreement (other than to any person that is not a sale or transfer to another Loan Party), or (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral such Mortgaged Property pursuant to Section 10.01 9.08 of the Credit Agreement, or (iii) as otherwise may be provided in the Intercreditor Agreements. Solely with respect to the Secured Obligations (as defined in the Collateral Agreement), Mortgagor shall automatically be released from its obligations hereunder and/or the security interest interests in such Collateral the Mortgaged Property shall in each case be automatically releasedreleased upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Mortgaged Property shall revert to Mortgagor. In connection with any termination or release pursuant to paragraph (a) or (c) of this Section 6.127.7, the Collateral Agent Mortgagee shall execute and deliver to any Grantor, at such Grantor’s expense, Mortgagor all documents that such Grantor Mortgagor shall reasonably request to evidence such termination or release (including, without limitation, mortgagee releases or UCC termination statements), 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 13 NTD: To be included if Mortgagor is a Subsidiary Loan Party. documents pursuant to this Section 6.12 7.7 shall be made without recourse to or warranty by Mortgagee. In connection with any termination or release pursuant to this Section 7.7, Mortgagor shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the Collateral Agentfiling of mortgage releases or UCC termination statements. Notwithstanding anything to Upon 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 receipt of any Grantor necessary or proper instruments of termination, satisfaction or release prepared by Mortgagor, Mortgagee shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Mortgaged Property permitted to be released pursuant to this Mortgage. Mortgagor agrees to pay all reasonable and documented out-of-pocket expenses incurred by Mortgagee (and its Subsidiaries under any Secured Hedge Agreement representatives) in connection with the execution and any Cash Management Obligations shall be automatically released upon termination delivery of the Commitments and payment in full in cash of all other Obligations, in each case, unless the Obligations under the Secured Hedge Agreement such release documents 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 Lenderinstruments.

Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest and all other security interests granted hereby shall shall, subject to Section 2.04, terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically released upon termination of Payment In Full. (b) Notwithstanding the Aggregate Commitments and payment in full in cash of all Obligations (other than (i) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and payable). Each party hereto that is foregoing, a direct or indirect Subsidiary of the Borrower Loan Party shall automatically be released from its obligations hereunder under the Credit Documents, and the all security interests created by this Agreement and any other Security Interest Documents in the Collateral of owned by such Person Subsidiary Loan Party shall be automatically released released, upon the consummation of any transaction permitted by the Credit Agreement (including but not limited to Section 6.14 of the Credit Agreement) as a result of which such Person Subsidiary Loan Party ceases to be a direct Subsidiary (or indirect becomes an Excluded Subsidiary (other than solely as a result of such Subsidiary becoming an Excluded Subsidiary pursuant to clause (e) of the Borrowerdefinition thereof)); provided that, if so required by the Credit Agreement or any other Credit Document, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise; provided further that as of any date upon which a Subsidiary Loan Party becomes an Excluded Subsidiary (other than solely as a result of such becoming an Excluded Subsidiary pursuant to clause (e) of the definition thereof), the Parent shall be deemed to have made an Investment in a Person that is not a Subsidiary Loan Party in an amount equal to the fair market value of the assets (net of third-party liabilities) of such Subsidiary as of such date (as determined reasonably and in good faith by a Responsible Officer of Parent). Upon any sale or other transfer by any Grantor Loan Party (other than to Parent, the Borrower or any Subsidiary Loan Party) of any Collateral that is in a transaction permitted under the Credit Agreement (other than a sale or transfer to another Loan Party)Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby created under any Security Document in any Collateral pursuant to Section 10.01 11.01 of the Credit Agreement, the security interest interests in such Collateral created by the Security Documents shall be automatically released. (c) In connection with any termination or release pursuant to paragraph (a) or (c) of this Section 6.127.11, the Collateral Administrative Agent shall execute and deliver to any GrantorLoan Party, at such GrantorLoan Party’s expense, all documents that such Grantor Loan Party shall reasonably request to evidence such termination or release (and shall perform the Borrower agrees to provide such other actions certificates as the Administrative Agent reasonably requested by requests to evidence that such Grantor to effect such release, including delivery of certificates, securities and instrumentsrelease is permitted under the Credit Documents). Any execution and delivery of documents by the Administrative Agent pursuant to this Section 6.12 7.11 shall be without recourse to or warranty by the Collateral Administrative Agent. Notwithstanding anything Each of the Secured Parties irrevocably authorizes the Administrative Agent, at its option and in its discretion, to effect the contrary releases 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 LenderSection 7.11. SECTION 7.12.

Termination or Release. This Agreement, Agreement and the Security Interest and all other security interests granted hereby shall terminate with respect when all the monetary Obligations have been indefeasibly paid in full, the Lenders have no further commitment to lend, the LC Exposure has been reduced to zero and the Issuing Banks have no further 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 Secured Obligations documents which the Pledgors shall reasonably request to evidence such termination. Any execution and any Liens arising therefrom delivery of such documents pursuant to this Section 14 shall be automatically released without recourse to or warranty by the Collateral Agent and shall, upon termination the reasonable prior request of the Aggregate Commitments and payment Pledgors, be made prior to such termination for holding in full in cash of all Obligations (other than (i) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and payable)escrow pending such termination. Each party hereto that is a direct or indirect Subsidiary of the Borrower A Pledgor shall automatically be released from its obligations hereunder and the Security Interest in pledge of the Collateral of such Person Pledgor hereunder shall be automatically released upon in the consummation event that all the Equity Interests of any transaction permitted by such Pledgor shall be sold, transferred or otherwise disposed of to a Person that is not an Affiliate of AWNA in accordance with the terms of the Credit Agreement as a result of which such Person ceases to be a direct or indirect Subsidiary of and the Borrower. Upon any sale or transfer other Loan Documents; provided that, if required by any Grantor of any Collateral that is permitted under the Credit Agreement (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 terms of the Credit Agreement, the security interest Required Lenders or all the Lenders, as the case may be, shall have consented to such sale, transfer or other disposition and the terms of such consent did not provide otherwise. The Pledge hereunder shall automatically terminate with respect to any Collateral sold, transferred or disposed of in such Collateral shall be automatically released. In connection accordance with any termination or release pursuant to paragraph (a) or (c) of this Section 6.12Agreement and the Credit Agreement, and the Collateral Agent shall execute and deliver to any Grantorthe Pledgors, at such Grantor’s the Pledgors' expense, all documents that such Grantor which the Pledgors shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release(which documents shall, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.12 shall be without recourse to or warranty by the Collateral Agent. Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank and each Cash Management Bank by the acceptance upon prior request of the benefits under this Agreement hereby acknowledges Pledgors, be delivered prior to, 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 held in full in cash of all other Obligationsescrow pending, in each casesuch sale, unless the Obligations under the Secured Hedge Agreement transfer 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 Lenderdisposition).

Termination or Release. This (a) Subject to any applicable terms of the Additional Priority Lien 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) or any other release of all or substantially all of the Collateral securing First-Priority Lien Obligations; 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 Collateral and the related Liens are incurred in reliance on clause (6)(B) of the definition of “Permitted Liens” 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 such Collateral, and the Liens securing the Obligations will be junior priority Liens on such Collateral securing such First-Priority Lien Obligations to the same extent provided by the Security Documents and subject to the Additional Priority Lien Intercreditor Agreement or an intercreditor agreement that provides the Agent, the Secured Parties and the holders of such new First-Priority Lien Obligations substantially the same rights and obligations as afforded under the Additional Priority Lien Intercreditor Agreement. Notwithstanding the foregoing, if an Event of Default exists on the First-Priority Lien Obligations Termination Date, the junior priority Liens on the Collateral granted hereunder will not be released, except to the extent the Collateral or any portion thereof was disposed of in order to repay the First-Priority Lien Obligations secured by the Collateral, and thereafter the Agent will have the right to foreclose or direct the Applicable First Lien Agent to foreclose upon the Collateral (but in such event, the Liens arising therefrom shall be automatically released upon termination of on the Aggregate Commitments and payment in full in cash of all Collateral securing the Obligations (other than (i) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and payable). Each party hereto that is a direct or indirect Subsidiary of the Borrower shall automatically will be released from its obligations hereunder when such Event of Default and the Security Interest in the Collateral of such Person shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Person ceases to be a direct or indirect Subsidiary of the Borrower. Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (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. In connection with any termination or release pursuant to paragraph (a) or (c) of this Section 6.12, the 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 6.12 shall be without recourse to or warranty by the 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 Events of Default cease 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 Lenderexist).

Termination or Release. This (a) Subject to any applicable terms of the Priority Lien 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 Collateral and the related Liens are incurred in reliance on clause (6)(B) of the definition of “Permitted Liens” in the Term Loan Agreement 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 such Collateral, and the Liens securing the Obligations will be junior priority Liens on such Collateral securing such First-Priority Lien Obligations to the same extent provided by the Security Documents and subject to the Priority Lien Intercreditor Agreement or an intercreditor agreement that provides the Agent, the Secured Parties and the holders of such new First-Priority Lien Obligations substantially the same rights and obligations as afforded under the Priority Lien Intercreditor Agreement. Notwithstanding the foregoing, if an Event of Default exists on the First-Priority Lien Obligations Termination Date, the junior priority Liens on the Collateral granted hereunder will not be released, except to the extent the Collateral or any portion thereof was disposed of in order to repay the First-Priority Lien Obligations secured by the Collateral, and thereafter the Agent will have the right to foreclose or direct the Applicable First Lien Agent to foreclose upon the Collateral (but in such event, the Liens arising therefrom shall be automatically released upon termination of on the Aggregate Commitments and payment in full in cash of all Collateral securing the Obligations (other than (i) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and payable). Each party hereto that is a direct or indirect Subsidiary of the Borrower shall automatically will be released from its obligations hereunder when such Event of Default and the Security Interest in the Collateral of such Person shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Person ceases to be a direct or indirect Subsidiary of the Borrower. Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (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. In connection with any termination or release pursuant to paragraph (a) or (c) of this Section 6.12, the 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 6.12 shall be without recourse to or warranty by the 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 Events of Default cease 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 Lenderexist).

Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate with respect and be released when all the Loan Document Obligations have been Paid in Full and the Lenders have no further commitment to all Secured Obligations lend, the LC Exposure has been reduced to zero and any Liens arising therefrom shall be automatically released upon termination the Issuing Banks have no further obligations to issue, amend or extend Letters of Credit under the Aggregate Commitments and payment in full in cash of all Obligations Credit Agreement. (other than (ib) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and payable). Each party hereto that is a direct or indirect A Subsidiary of the Borrower Loan Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Person Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Person Subsidiary Loan Party ceases to be a direct Restricted Subsidiary or indirect Subsidiary as otherwise expressly permitted under Section 9.14 of the BorrowerCredit Agreement. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or other transfer to another 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 or Section 9.14 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 6.127.12, the Collateral 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 6.12 7.12 shall be without recourse to or warranty by the Collateral Administrative Agent. Notwithstanding anything , and the Administrative Agent shall have no liability whatsoever to the contrary set forth in this Agreement, each Hedge Bank and each Cash Management Bank by the acceptance any other Secured Party as a result 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 by it in accordance with (or of a Grantor, as which the case may be, effective Administrative Agent in the manner permitted by good faith believes to be in accordance with) this Agreement shall not require the consent of any Hedge Bank or any Cash Management Bank that is not a LenderSection 7.12. SECTION 7.13.