Common use of Termination; Release of Collateral Clause in Contracts

Termination; Release of Collateral. (a) Any Lien upon any Collateral will be released automatically if the Collateral constitutes property that is sold, transferred, or otherwise disposed of in a transaction permitted by the Credit Agreement or the Euro Term Loan Agreement (other than a Disposition made pursuant to clause (b) of the definition of Permitted Disposition). Upon at least five (5) Business Days’ prior written request by the Grantors, the Collateral Agent shall execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in this SECTION 8.14(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable Law, expose the Collateral Agent to liability or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds of any sale of the Collateral, all of which shall continue to constitute part of the Collateral. (b) Except for those provisions which expressly survive the termination thereof, this Agreement and the Security Interest granted herein shall automatically terminate when all of the Secured Obligations (other than contingent indemnification obligations for which claims have not yet been asserted) have indefeasibly been paid in full in cash or otherwise satisfied, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all UCC termination statements, releases and similar documents that the Grantors shall reasonably request to evidence such termination; provided, however, that this Agreement and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Party upon the bankruptcy or reorganization of any Grantor. Any execution and delivery of termination statements, releases or other documents pursuant to this SECTION 8.14 shall be without recourse to, or warranty by, the Collateral Agent or any other Credit Party.

Termination; Release of Collateral. (a) Any Lien upon any Collateral and/or Xxxxxxxx Collateral will be released automatically if the Collateral and/or Xxxxxxxx Collateral constitutes property that is being sold, transferred, transferred or otherwise disposed of in a transaction permitted sale, transfer or other disposition not prohibited under Section 4.11 of the Indenture upon receipt by the Credit Agreement or Collateral Agent of the Euro Term Loan Agreement (Net Proceeds thereof to the extent required by the Indenture and in the other than a Disposition made pursuant to clause circumstances contemplated in Section 11.04 of the Indenture. (b) of the definition of Permitted Disposition). Upon at least five two (52) Business Days’ prior written request by the GrantorsIssuer, the Collateral Agent shall execute such documents as may be necessary to evidence the release of the Liens upon any Collateral and/or any Xxxxxxxx Collateral described in Section 8.15(a) of this SECTION 8.14(a)Agreement; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, including (without limitation, ) the Proceeds proceeds of any sale of the Collateralsale, all of which shall continue to constitute part of the Collateral and/or the Xxxxxxxx Collateral. (bc) Except for those provisions which expressly survive the termination thereof, this Agreement and the Security Interest granted herein shall automatically terminate when all the principal of the and interest on each Note and other Secured Obligations (other than contingent indemnification indemnity obligations for which claims with respect to then unasserted claims) shall have not yet been asserted) have indefeasibly been paid in full in cash or otherwise satisfiedfull, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all UCC termination statements, releases statements and similar documents that the Grantors shall reasonably request to evidence such termination; provided, however, that the Indenture, this Agreement Agreement, and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Secured Party upon the bankruptcy or reorganization of any the Issuer or other Grantor. Any execution and delivery of termination statements, releases statements or other documents pursuant to this SECTION 8.14 Section 8.15 shall be without recourse to, or warranty by, the Collateral Agent or any other Credit Secured Party.

Termination; Release of Collateral. (a) Any Lien upon any Collateral and/or Xxxxxxxx Collateral will be released automatically if the Collateral and/or Xxxxxxxx Collateral constitutes property being sold, transferred or disposed of to a Person that is sold, transferred, or otherwise disposed not a Grantor in an Asset Sale permitted under the Credit Agreement upon receipt by the Administrative Agent of in a transaction permitted the Net Proceeds thereof to the extent required by the Credit Agreement or and in the Euro Term Loan Agreement (other than a Disposition made pursuant to clause circumstances contemplated in Section 9.10 of the Credit Agreement. (b) of the definition of Permitted Disposition). Upon at least five two (52) Business Days’ prior written request by the GrantorsBorrower, the Collateral Administrative Agent shall execute such documents as may be necessary to evidence the release of the Liens upon any Collateral and/or any Xxxxxxxx Collateral described in this SECTION 8.14(aSection 8.15(a); provided, however, that (i) the Collateral Administrative Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable Applicable Law, expose the Collateral Administrative Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any Grantor Loan Party in respect of) all interests in the Collateral retained by any GrantorLoan Party, including, including (without limitation, ) the Proceeds proceeds of any sale of the Collateralsale, all of which shall continue to constitute part of the Collateral and/or the Xxxxxxxx Collateral. (bc) Except for those provisions which expressly survive the termination thereof, this Agreement and the Security Interest granted herein shall automatically terminate when (i) the Commitments have expired or been terminated and (ii) the principal of and interest on each Loan and all fees and other Secured Obligations (which for purposes of this clause shall include the obligations in respect of Hedge Agreements only if the Secured Obligations (each as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnification indemnity obligations for which claims with respect to then unasserted claims) shall have not yet been asserted) have indefeasibly been paid in full in cash or otherwise satisfiedfull, at which time the Collateral Administrative Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all UCC termination statements, releases statements and similar documents that the Grantors shall reasonably request to evidence such termination; provided, however, that the Credit Agreement, this Agreement Agreement, and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Secured Party upon the bankruptcy or reorganization of any Grantorthe Borrower, Grantor or other Loan Party. Any execution and delivery of termination statements, releases statements or other documents pursuant to this SECTION 8.14 Section 8.15 shall be without recourse to, or warranty by, the Collateral Administrative Agent or any other Credit Secured Party.

Termination; Release of Collateral. (a) Any Lien upon any Collateral will be released automatically if the Collateral constitutes property that is being sold, transferred, transferred or otherwise disposed of in a transaction permitted Permitted Disposition upon receipt by the Collateral Agent of the Net Proceeds thereof to the extent required by the Credit Agreement or (and if not so required, upon receipt thereof by the Euro Term Loan Agreement (other than a Disposition made pursuant to clause (b) of the definition of Permitted Dispositionapplicable Grantor). Upon at least five two (52) Business Days’ Days prior written request by the Grantors, the Collateral Agent shall execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in this SECTION 8.14(a)Section 8.14; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds of any sale of the Collateralsale, all of which shall continue to constitute part of the Collateral. (b) Except for those provisions which expressly survive the termination thereof, this Agreement and the Security Interest granted herein shall automatically terminate when (i) the Aggregate Commitments have expired or been terminated, (ii) all of the Secured Obligations (other than contingent indemnification obligations for which claims no claim has been asserted and any Other Liabilities which are not by their terms then due and payable provided that the Agents shall have not yet been assertedreceived such indemnities and collateral security as they shall have required in accordance with the terms of Section 10.11 of the Credit Agreement) have been indefeasibly been paid in full in cash cash, (iii) all L/C Obligations have been reduced to zero (or otherwise satisfiedfully Cash Collateralized or supported by another letter of credit in a manner reasonably satisfactory to the L/C Issuer and the Administrative Agent), and (iv) the Administrative Agent has no further obligation to endeavor to cause the L/C Issuer to issue Letters of Credit under the Credit Agreement, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all UCC termination statements, releases and similar documents that the Grantors shall reasonably request to evidence such termination; provided, however, that the Credit Agreement, this Agreement Agreement, and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Party upon the bankruptcy or reorganization of any Grantor. Any execution and delivery of termination statements, releases or other documents pursuant to this SECTION Section 8.14 shall be without recourse to, or warranty by, the Collateral Agent or any other Credit Party.

Termination; Release of Collateral. (a) Any Lien upon any Collateral will be released automatically if the Collateral constitutes property that is being sold, transferred, transferred or otherwise disposed of in a transaction permitted Permitted Disposition upon receipt by the Collateral Agent of the Net Proceeds thereof to the extent required by the Credit Agreement or the Euro Term Loan Agreement (other than a Disposition made pursuant to clause (b) of the definition of Permitted Disposition)Agreement. Upon at least five two (52) Business Days’ Days prior written request by the Grantors, the Collateral Agent shall execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in this SECTION 8.14(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable Law, expose the Collateral Agent to liability or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds of any sale of the Collateralsale, all of which shall continue to constitute part of the Collateral. (b) Except for those provisions which expressly survive the termination thereof, this Agreement and the Security Interest granted herein shall automatically terminate when (i) the Aggregate Commitments have expired or been terminated, (ii) all of the Secured Obligations (other than contingent indemnification obligations for which claims have not yet been asserted) have indefeasibly been paid in full in cash or otherwise satisfied, (iii) all L/C Obligations have been reduced to zero (or fully Cash Collateralized in a manner reasonably satisfactory to the L/C Issuer and the Administrative Agent), and (iv) the L/C Issuer has no further obligation to issue Letters of Credit under the Credit Agreement, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all UCC termination statements, releases and similar documents that the Grantors shall reasonably request to evidence such termination; provided, however, that the Credit Agreement, this Agreement Agreement, and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Party upon the bankruptcy or reorganization of any Grantor. Any execution and delivery of termination statements, releases or other documents pursuant to this SECTION 8.14 shall be without recourse to, or warranty by, the Collateral Agent or any other Credit Party.

Termination; Release of Collateral. (a) Any Lien upon The Security Interest in any Collateral will shall be automatically released automatically if in the Collateral constitutes property that is soldcircumstances set forth in Sections 9.11(a)(ii), transferred(iii), or otherwise disposed (iv) and (v) of in a transaction permitted by the Credit Agreement or upon any release of the Euro Term Loan Agreement (other than a Disposition made pursuant to clause (bLien on such Collateral in accordance with Section 9.11(b) of the definition of Permitted Disposition)Credit Agreement. Upon at least five (5) Business Days’ prior written request by the Grantors, the Collateral Agent shall execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in this SECTION 8.14(aSection 10.12(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warrantywarranty (other than its authority to execute and deliver such release), and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds proceeds of any sale of the Collateral, all of which shall continue to constitute part of the Collateral. (b) Except for those provisions which expressly survive the termination thereof, this Agreement and the Security Interest granted herein shall automatically terminate when all in the circumstances set forth in Section 9.11(a)(i) of the Secured Obligations (other than contingent indemnification obligations for which claims have not yet been asserted) have indefeasibly been paid in full in cash or otherwise satisfiedCredit Agreement, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all UCC termination statements, releases statements and similar documents that the Grantors shall reasonably request to evidence such termination; provided, however, that the Credit Agreement, this Agreement Agreement, and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Secured Party upon the bankruptcy or reorganization of any GrantorGrantor or any other Loan Party. Any execution and delivery of termination statements, releases statements or other documents pursuant to this SECTION 8.14 Section 10.12 shall be without recourse to, or warranty by, the Collateral Agent or any other Credit Secured Party. (c) At any time that the respective Grantor desires that the Collateral Agent take any of the actions described in the immediately preceding clause (a) or (b), it shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to clause (a) or (b). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Section 10.12.

Termination; Release of Collateral. (a) Any Lien This Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations or commitments therefor outstanding) until the payment in full of the Secured Obligations (other than any contingent indemnification or similar obligation for which no claim has been asserted) and the termination of the Credit Agreement in accordance with its terms, at which time the security interests granted hereby shall terminate and any and all rights to the Pledged Collateral shall revert to the applicable Pledgor. Upon such termination, the Agent shall promptly return to the applicable Pledgor, at such Pledgor’s expense, such of the Pledged Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof. The Agent will promptly execute and deliver to the applicable Pledgor such other documents as such Pledgor shall reasonably request to evidence such termination. (b) The Agent will, promptly upon request of any Pledgor (which request shall be accompanied by any documentation the Agent may reasonably request to confirm that any applicable conditions to the Agent’s acting upon such request have been satisfied (on which documentation the Agent may conclusively rely absent written notice to the contrary)), release its security interest in any Pledged Collateral will be released automatically if the Collateral constitutes property (i) that is sold, transferredleased, assigned, conveyed, transferred or otherwise disposed of by such Pledgor as part of or in connection with any Disposition or in connection with a merger, consolidation or other transaction, in each case permitted under the Credit Agreement, (ii) any Pledged Collateral which is not required to be pledged to the Agent pursuant to the Loan Documents or (iii) so long as no Default or Event of Default exists or would result therefrom, representing Equity Interests of a Subsidiary (other than a Subsidiary that is a Subsidiary Borrower) that (x) has ceased to be a Material Domestic Subsidiary or a Material Foreign Subsidiary, as the case may be, or (y) has been sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement or the Euro Term Loan Agreement (other than a Disposition made pursuant to clause (b) of the definition of Permitted Disposition). Upon at least five (5) Business Days’ prior written request by the Grantors, the Collateral Agent shall execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in this SECTION 8.14(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable Law, expose the Collateral Agent to liability or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds of any sale of the Collateral, all of which shall continue to constitute part of the CollateralAgreement. (b) Except for those provisions which expressly survive the termination thereof, this Agreement and the Security Interest granted herein shall automatically terminate when all of the Secured Obligations (other than contingent indemnification obligations for which claims have not yet been asserted) have indefeasibly been paid in full in cash or otherwise satisfied, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all UCC termination statements, releases and similar documents that the Grantors shall reasonably request to evidence such termination; provided, however, that this Agreement and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Party upon the bankruptcy or reorganization of any Grantor. Any execution and delivery of termination statements, releases or other documents pursuant to this SECTION 8.14 shall be without recourse to, or warranty by, the Collateral Agent or any other Credit Party.

Termination; Release of Collateral. (a) Any Lien upon any Collateral will be released automatically if the Collateral constitutes property that is being sold, transferred, transferred or otherwise disposed of in a transaction permitted Permitted Disposition upon receipt by the Collateral Agent of the Net Proceeds thereof to the extent required by the Credit Agreement or the Euro Term Loan Agreement (other than a Disposition made pursuant to clause (b) of the definition of Permitted Disposition)Agreement. Upon at least five two (52) Business Days’ prior written request by the GrantorsBorrower, the Collateral Agent shall execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in this SECTION 8.14(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds proceeds of any sale of the Collateralsale, all of which shall continue to constitute part of the Collateral. (b) Except for those provisions of the Credit Agreement and this Agreement which expressly survive the termination thereof, this Agreement and the Security Interest granted herein shall automatically terminate when (i) the Commitments have expired or been terminated and (ii) the principal of and interest on the Term Loan and all of the fees and other Secured Obligations (other than contingent indemnification indemnity obligations for which claims have not yet been assertedwith respect to then unasserted claims) have indefeasibly been paid in full in cash or otherwise satisfiedcash, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all UCC termination statements, releases statements and similar documents that the Grantors shall reasonably request to evidence such termination; provided, however, that in connection with the termination of this Agreement and the release and termination of the security interests in the Collateral, the Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Obligations that may subsequently be reversed or revoked, and (y) any obligations that may thereafter arise with respect to the Other Liabilities, and provided further that the Credit Agreement, this Agreement, and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Secured Party upon the bankruptcy or reorganization of any GrantorGrantor or any other Loan Party. Any execution and delivery of termination statements, releases statements or other documents pursuant to this SECTION 8.14 shall be without recourse to, or warranty by, the Collateral Agent or any other Credit Secured Party.

Termination; Release of Collateral. (a) Any Lien upon any Collateral will be released automatically if the Collateral constitutes property that is being sold, transferred, transferred or otherwise disposed of in a transaction permitted Permitted Disposition upon receipt by the Collateral Agent of the Net Proceeds thereof to the extent required by the Credit Agreement or the Euro Term Loan Agreement (other than a Disposition made pursuant to clause (b) of the definition of Permitted Disposition)Agreement. Upon at least five two (52) Business Days’ prior written request by the Grantors, the Collateral Agent shall execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in this SECTION 8.14(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable Law, expose the Collateral Agent to liability or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds of any sale of the Collateralsale, all of which shall continue to constitute part of the Collateral. (b) Except for those provisions which expressly survive the termination thereof, this Agreement and the Security Interest granted herein shall automatically terminate when (i) the Commitments have expired or been terminated, (ii) all of the Secured Obligations (other than contingent indemnification obligations for which claims have not yet been asserted) have indefeasibly been paid in full in cash or otherwise satisfied, (iii) all L/C Obligations have been reduced to zero (or fully cash collateralized in a manner reasonably satisfactory to the L/C Issuer and the Administrative Agent), and (iv) the L/C Issuer has no further obligation to issue Letters of Credit under the Credit Agreement, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all UCC termination statements, releases and similar documents that the Grantors shall reasonably request to evidence such termination; provided, however, that the Credit Agreement, this Agreement Agreement, and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Party upon the bankruptcy or reorganization of any Grantor. Any execution and delivery of termination statements, releases or other documents pursuant to this SECTION 8.14 shall be without recourse to, or warranty by, the Collateral Agent or any other Credit Party.

Termination; Release of Collateral. (a) Any Lien upon any Collateral will be released automatically if the Collateral constitutes property that is sold, transferred, or otherwise disposed of in a transaction permitted by the Credit Agreement or the Euro Term Loan Agreement (other than a Disposition made pursuant to clause (b) of the definition of Permitted Disposition). Upon at least five (5) Business Days’ prior written request by the Grantors, the Collateral Agent shall execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in this SECTION 8.14(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable Law, expose the Collateral Agent to liability or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds of any sale of the Collateral, all of which shall continue to constitute part of the Collateral. (b) Except for those provisions which expressly survive the termination thereof, this This Agreement and the Security Interest granted herein shall automatically terminate when all of the Secured Obligations (other than contingent inchoate rights to indemnification obligations for which claims have not yet been assertedand reimbursement) have been indefeasibly been paid in full in cash or otherwise satisfiedfull, the Lenders have no further commitment to lend, the L/C Exposure has been reduced to zero and the Issuing Bank has no further commitment to issue Letters of Credit under the Amended and Restated Credit Agreement, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors’ ' expense, all UCC Uniform Commercial Code termination statements, releases statements and similar documents that which the Grantors shall reasonably request to evidence such termination; provided, however, that this Agreement and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Party upon the bankruptcy or reorganization of any Grantor. Any execution and delivery of termination statements, releases statements or other documents pursuant to this SECTION 8.14 Section 7.14 shall be without recourse toto or warranty by the Collateral Agent. A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Guarantor shall be automatically released in the event that all the capital stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower in accordance with the terms of the Amended and Restated Credit Agreement; provided that the Required Lenders shall have consented to such sale, transfer or other disposition (to the extent required by the Amended and Restated Credit Agreement) and the terms of such consent did not provide otherwise. (b) In the event any Collateral is sold or transferred in an Asset Sale or other transaction permitted by the Amended and Restated Credit Agreement or is to be subject to a Lien permitted by Section 6.02(i) of the Amended and Restated Credit Agreement, the Administrative Agent shall (i) concurrently with the consummation of such Asset Sale or other transaction release the Collateral that is subject of such sale or transfer free and clear of the Lien and security interest under this Agreement, or warranty by(ii) in connection with a financing contemplated by Sections 6.01 and 6.02 (i) of the Amended and Restated Credit Agreement, at the request of the lender providing the financing and at such lender's election, either (A) subordinate the Lien and security interest under this Agreement on any assets being financed to the Lien and security interest of such lender pursuant to an intercreditor and/or subordination agreement in form and substance satisfactory to such lender, the Collateral Administrative Agent and the Grantor, or (B) release the Lien and security interest under this Agreement on any such assets to the extent required by such lender. In connection with any release or subordination pursuant to this Section 7.14(b), the Administrative Agent shall execute and deliver, at the Grantors' expense, any Uniform Commercial Code termination statements or other Credit Partydocuments necessary to effect and evidence such release or subordination as may be reasonably requested by the Grantors.

Termination; Release of Collateral. (a) Any Lien upon any Collateral will be released automatically if the Collateral constitutes property that is being sold, transferred, transferred or otherwise disposed of in a transaction permitted Permitted Disposition upon receipt by the Collateral Agent of the Net Proceeds thereof to the extent required by the Credit Agreement or the Euro Term Loan Agreement (other than a Disposition made pursuant to clause (b) of the definition of Permitted Disposition)Agreement. Upon at least five two (52) Business Days’ Days prior written request by the Grantors, the Collateral Agent shall execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in this SECTION 8.14(a)Section 8.14; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds of any sale of the Collateralsale, all of which shall continue to constitute part of the Collateral. (b) Except for those provisions which expressly survive the termination thereof, this Agreement and the Security Interest granted herein shall automatically terminate when (i) the Aggregate Commitments have expired or been terminated, (ii) all of the Secured Obligations (other than contingent indemnification obligations for which claims have not yet no claim has been asserted) have been indefeasibly been paid in full in cash cash, (iii) all L/C Obligations have been reduced to zero (or otherwise satisfiedfully Cash Collateralized in the manner set forth in Section 2.03(g) of the Credit Agreement or supported by another letter of credit in a manner reasonably satisfactory to the L/C Issuer and the Administrative Agent), and (iv) the Administrative Agent has no further obligation pursuant to the Credit Agreement to cause the L/C Issuer to issue Letters of Credit, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all UCC UCC-3 termination statements, releases and similar documents that the Grantors shall reasonably request to evidence such termination; provided, however, that the Credit Agreement, this Agreement Agreement, the other Loan Documents and the Security Interest granted herein shall be immediately and automatically reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Party upon the bankruptcy or reorganization of any Grantor. Any execution and delivery of termination statements, releases or other documents pursuant to this SECTION Section 8.14 shall be without recourse to, or warranty by, the Collateral Agent or any other Credit Party.

Termination; Release of Collateral. (a) Any Lien upon any Collateral will be released automatically if the Collateral constitutes property that is sold, transferred, or otherwise disposed of in a transaction permitted by the Credit Agreement or the Euro Term Loan Agreement (other than a Disposition made pursuant to clause (b) of the definition of Permitted Disposition). Upon at least five (5) Business Days’ prior written request by the Grantors, the Collateral Agent shall execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in this SECTION 8.14(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable Law, expose the Collateral Agent to liability or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds of any sale of the Collateral, all of which shall continue to constitute part of the Collateral. (b) Except for those provisions which expressly survive the termination thereof, this This Agreement and the Security Interest granted herein shall automatically terminate when all of the Secured Obligations (other than contingent inchoate rights to indemnification obligations for which claims have not yet been assertedand reimbursement) have been indefeasibly been paid in full in cash or otherwise satisfiedfull, the Lenders have no further commitment to lend, the L/C Exposure has been reduced to zero and the Issuing Bank has no further commitment to issue Letters of Credit under the Credit Agreement, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors’ ' expense, all UCC Uniform Commercial Code termination statements, releases statements and similar documents that which the Grantors shall reasonably rea sonably request to evidence such termination; provided, however, that this Agreement and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Party upon the bankruptcy or reorganization of any Grantor. Any execution and delivery of termination statements, releases statements or other documents pursuant to this SECTION 8.14 Section 7.14 shall be without recourse toto or warranty by the Collateral Agent. A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Guarantor shall be automatically released in the event that all the capital stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower in accordance with the terms of the Credit Agreement; provided that the Required Lenders shall have consented to such sale, transfer or other disposition (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (b) In the event any Collateral is sold or transferred in an Asset Sale or other transaction permitted by the Credit Agreement or is to be subject to a Lien permitted by Section 6.02(i) of the Credit Agreement, the Administrative Agent shall (i) concurrently with the consummation of such Asset Sale or other transaction release the Collateral that is subject of such sale or transfer free and clear of the Lien and security interest under this Agreement, or warranty by(ii) in connection with a financing contemplated by Sections 6.01___ and (i) of the Credit Agreement, at the request of the lender providing the financing and at such lender's election, either (A) subordinate the Lien and security interest under this Agreement on any assets being financed to the Lien and security interest of such lender pursuant to an intercreditor and/or subordination agreement in form and substance satisfactory to such lender, the Collateral Administrative Agent and the Grantor, or (B) release the Lien and security interest under this Agreement on any such assets to the extent required by such lender. In connection with any release or subordination pursuant to this Section 7.14(b), the Administrative Agent shall execute and deliver, at the Grantors' expense, any Uniform Commercial Code termination statements or other Credit Partydocuments necessary to effect and evidence such release or subordination as may be reasonably requested by the Grantors.

Termination; Release of Collateral. (a) Any Lien upon any Collateral will be released automatically if the Collateral constitutes property that is being sold, transferred, transferred or otherwise disposed of in a transaction permitted Permitted Disposition upon receipt by the Collateral Agent of the Net Proceeds thereof to the extent required by the Credit Agreement or the Euro Term Loan Agreement (other than a Disposition made pursuant to clause (b) of the definition of Permitted Disposition)Agreement. Upon at least five two (52) Business Days’ prior written request by the GrantorsLead Borrower, the Collateral Agent shall execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in this SECTION 8.14(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds proceeds of any sale of the Collateralsale, all of which shall continue to constitute part of the Collateral. (b) Except for those provisions which expressly survive the termination thereof, this Agreement and the Security Interest granted herein shall automatically terminate when all of the Secured Obligations (other than contingent indemnification indemnity obligations for which claims with respect to then unasserted claims, provided that such contingent indemnity obligations have not yet been assertedcash collateralized in a manner reasonably satisfactory to the Collateral Agent) have been indefeasibly been paid in full in cash or otherwise satisfiedcash, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all UCC termination statements, releases statements and similar documents that the Grantors shall reasonably request to evidence such termination; provided, however, that the Credit Agreement, this Agreement Agreement, and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Secured Party upon the bankruptcy or reorganization of any GrantorGrantor or any other Loan Party. Any execution and delivery of termination statements, releases statements or other documents pursuant to this SECTION 8.14 shall be without recourse to, or warranty by, the Collateral Agent or any other Credit Secured Party.

Termination; Release of Collateral. (a) Any This Agreement, the Lien upon any Collateral will be released automatically if the Collateral constitutes property that is sold, transferred, or otherwise disposed of in a transaction permitted by the Credit Agreement or the Euro Term Loan Agreement (other than a Disposition made pursuant to clause (b) favor of the definition Agent (for the benefit of Permitted Disposition). Upon at least five (5itself and the other Credit Parties) Business Days’ prior written request by the Grantors, the Collateral Agent and all other security interests granted hereby shall execute such documents as may be necessary terminate with respect to evidence the release all Secured Obligations upon Payment in Full of the Liens upon any Collateral described in this SECTION 8.14(a); Secured Obligations, provided, however, that (iA) the Collateral Agent shall not be required to execute any such document on terms whichthis Agreement, in its reasonable opinion, would, under applicable Law, expose the Collateral Agent to liability or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds of any sale of the Collateral, all of which shall continue to constitute part of the Collateral. (b) Except for those provisions which expressly survive the termination thereof, this Agreement and the Security Interest and all other security interests granted herein shall automatically terminate when all of the Secured Obligations (other than contingent indemnification obligations for which claims have not yet been asserted) have indefeasibly been paid in full in cash or otherwise satisfied, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all UCC termination statements, releases and similar documents that the Grantors shall reasonably request to evidence such termination; provided, however, that this Agreement and the Security Interest granted herein hereby shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Party or any Grantor upon the bankruptcy or reorganization of any GrantorGrantor or otherwise, and (B) in connection with the termination of this Agreement, the Agent may require such indemnities and collateral security as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (y) any obligations that may thereafter arise with respect to bank products or cash management services, and (z) any Secured Obligations that may thereafter arise under Section 9.3 of the Credit Agreement. (b) The Collateral shall be released from the Lien of this Agreement in accordance with the provisions of the Credit Agreement. Any execution Upon termination hereof or any release of Collateral in accordance with the provisions of the Credit Agreement, the Agent shall, upon the request and delivery at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Agent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of termination statements, releases of this Agreement) as may be in possession of the Agent and as shall not have been sold or other documents otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral, proper documents and instruments (including UCC‑3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (c) At any time that the respective Grantor desires that the Agent take any action described in clause (b) of this SECTION 8.14 Section 8.14, such Grantor shall, upon request of the Agent, deliver to the Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to clause (a) or (b) of this Section 8.14. The Agent shall be without recourse to, or warranty by, the Collateral Agent or have no liability whatsoever to any other Credit Party.Party as the result of any release of Collateral by it as permitted (or which the Agent in good faith believes to be permitted) by this Section 8.14. [SIGNATURE PAGES FOLLOW]

Termination; Release of Collateral. (a) Any Lien upon any Collateral will be released automatically if the Collateral constitutes property that is sold, transferred, or otherwise disposed of in a transaction permitted by the Credit Agreement or the Euro Term Loan Agreement (other than a Disposition made pursuant Subject to clause (b) of the definition of Permitted Disposition). Upon at least five (5) Business Days’ prior written request by the Grantors, the Collateral Agent shall execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in this SECTION 8.14(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable Law, expose the Collateral Agent to liability or entail any adverse consequence other than the release of such Liens without recourse or warrantySection 7.5 hereof, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds of any sale of the Collateral, all of which shall continue to constitute part of the Collateral. (b) Except except for those provisions which expressly survive the termination thereof, the Credit Agreement and this Agreement and the Security Interest granted herein shall automatically terminate when all of the Secured Obligations (other than contingent indemnification obligations for which claims have not yet been asserted) have indefeasibly been paid and performed in full full, the Lenders have no further commitment to lend, the Letter of Credit Outstandings have been reduced to zero or fully cash collateralized in cash or otherwise satisfieda manner satisfactory to the Issuing Bank and the Administrative Agent, and the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement, at which time the Collateral Agent shall execute or authorize and deliver to the GrantorsPledgors, at the Grantors’ Pledgors' expense, all UCC termination statements, releases statements and similar documents that the Grantors Pledgors shall reasonably request to evidence such terminationtermination and shall return to Pledgors all Pledged Securities, any and all Investment Property, and any and all certificates or other instruments or documents representing the Pledged Collateral that are in the Collateral Agent's possession; provided, however, that the Credit Agreement and this Agreement and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Secured Party upon the bankruptcy or reorganization of any GrantorBorrower, Pledgor or other Loan Party, and provided further that the Security Interest granted herein shall not terminate as to any indemnification obligation of any Borrower, Pledgor or other Loan Party which expressly survives the termination of the Credit Agreement and this Agreement, including, without limitation, the obligations of the Loan Parties set forth in Section 9.03 of the Credit Agreement. Any execution and delivery of termination statements, releases statements or other documents pursuant to this SECTION 8.14 Section 14 shall be without recourse to, or warranty by, the Collateral Agent or any other Credit PartyAgent.

Termination; Release of Collateral. (a) Any Lien upon any Collateral will be released automatically if the Collateral constitutes property that is being sold, transferred, transferred or otherwise disposed of in a transaction permitted Permitted Disposition upon receipt by the Collateral Agent of the Net Proceeds thereof to the extent required by the Credit Agreement or the Euro Term Loan Agreement (other than a Disposition made pursuant to clause (b) of the definition of Permitted Disposition)Agreement. Upon at least five two (52) Business Days’ prior written request by the GrantorsLead Borrower, the Collateral Agent shall execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in this SECTION 8.14(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds proceeds of any sale of the Collateralsale, all of which shall continue to constitute part of the Collateral. (b) Except for those provisions of the Credit Agreement and this Agreement which expressly survive the termination thereof, this Agreement and the Security Interest granted herein shall automatically terminate when (i) the Commitments have expired or been terminated, (ii) the principal of and interest on each Revolving Credit Loan and all of the fees and other Secured Obligations (other than contingent indemnification indemnity obligations for which claims have not yet been assertedwith respect to then unasserted claims) have indefeasibly been paid in full in cash, (iii) all Letter of Credit Outstandings have been reduced to zero (or fully cash collateralized in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent to the extent provided in the Credit Agreement), (iv) all Letters of Credit shall have expired or otherwise satisfiedterminated (or fully cash collateralized in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent to the extent provided in the Credit Agreement) and (v) the Issuing Banks have no further obligation to issue Letters of Credit under the Credit Agreement, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all UCC termination statements, releases statements and similar documents that the Grantors shall reasonably request to evidence such termination; provided, however, that in connection with the termination of this Agreement and the release and termination of the security interests in the Collateral, the Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Obligations that may subsequently be reversed or revoked, and (y) any obligations that may thereafter arise with respect to the Other Liabilities, and provided further that the Credit Agreement, this Agreement, and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Secured Party upon the bankruptcy or reorganization of any GrantorGrantor or any other Loan Party. Any execution and delivery of termination statements, releases statements or other documents pursuant to this SECTION 8.14 shall be without recourse to, or warranty by, the Collateral Agent or any other Credit Secured Party.

Termination; Release of Collateral. (a) Any Lien upon Upon any disposition of Collateral will be released automatically if the Collateral constitutes property that is sold, transferred, or otherwise disposed of in a transaction connection with any disposition permitted by under the Credit Agreement or the Euro Term any other Loan Agreement Document (other than a Disposition made pursuant sale or transfer to clause (b) a Grantor), or upon the effectiveness of the definition of Permitted Disposition). Upon at least five (5) Business Days’ prior any written request by the Grantors, the Collateral Agent shall execute such documents as may be necessary consent to evidence the release of the Liens upon Security Interest granted hereby in any Collateral described in this SECTION 8.14(a); provided, however, that (i) pursuant to Section 9.2 of the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable Law, expose the Collateral Agent to liability or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitationCredit Agreement, the Proceeds of any sale of the Collateral, all of which Security Interest in such Collateral shall continue to constitute part of the Collateralbe automatically released. (b) Except for those provisions which expressly survive the termination thereof, the Credit Agreement, this Agreement and the Security Interest granted herein shall automatically shall, subject to Section 9.6 of the Credit Agreement, terminate when all of the Secured Obligations (other than contingent indemnification obligations for any of the Secured Obligations which claims have are not yet been assertedLoan Agreement Obligations, and which are not then due and owing) have indefeasibly been paid in full full, the Lenders have no further commitment to lend, the Letter of Credit Outstandings have been reduced to zero or fully cash collateralized in a manner reasonably satisfactory to the Issuing Banks and the Administrative Agent, and the Issuing Banks have no further obligation to issue Letters of Credit under the Credit Agreement, and any Obligations related to Letters of Credit, Cash Management Services or Bank Products have been fully cash or otherwise satisfiedcollateralized in a manner reasonably satisfactory to the respective Lender to whom such Obligations are owed, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all UCC or PRUCC termination statements, releases statements and similar documents that the Grantors shall reasonably request to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 8.15 shall be without recourse to, or warranty by, the Collateral Agent; provided, however, that the Credit Agreement, this Agreement Agreement, and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Secured Party upon the bankruptcy or reorganization of any Grantor; and provided further that the Security Interest granted herein shall not terminate as to any indemnification obligation of any Grantor which expressly survives the termination of the Credit Agreement and this Agreement, including, without limitation, the obligations of the Grantors set forth in Section 9.3 of the Credit Agreement and the obligations of the Grantors set forth in Section 8.7 of this Agreement (in each case with respect to obligations other than contingent obligations with respect to then unasserted claims) unless such obligations have been cash collateralized or otherwise provided for to the satisfaction of the Collateral Agent. Any execution and delivery of termination statements, releases statements or other documents pursuant to this SECTION 8.14 Section 8.15 shall be at the expense of the Grantors and without recourse to, or warranty by, the Collateral Agent or any other Credit Secured Party.

Termination; Release of Collateral. (a) Any Lien upon any Collateral and/or Xxxxxxxx Collateral will be released automatically if the Collateral and/or Xxxxxxxx Collateral constitutes property that is being sold, transferred, transferred or otherwise disposed of in a transaction an Asset Sale permitted under the Credit Agreement upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by the Credit Agreement or and in the Euro Term Loan Agreement (other than a Disposition made pursuant to clause circumstances contemplated in Section 9.10 of the Credit Agreement. (b) of the definition of Permitted Disposition). Upon at least five two (52) Business Days’ prior written request by the GrantorsBorrower, the Collateral Administrative Agent shall execute such documents as may be necessary to evidence the release of the Liens upon any Collateral and/or any Xxxxxxxx Collateral described in this SECTION 8.14(aSection 8.15(a); provided, however, that (i) the Collateral Administrative Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable Applicable Law, expose the Collateral Administrative Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any Grantor Loan Party in respect of) all interests in the Collateral retained by any GrantorLoan Party, including, including (without limitation, ) the Proceeds proceeds of any sale of the Collateralsale, all of which shall continue to constitute part of the Collateral and/or the Xxxxxxxx Collateral. (bc) Except for those provisions which expressly survive the termination thereof, this Agreement and the Security Interest granted herein shall automatically terminate when (i) the Commitments have expired or been terminated and (ii) the principal of and interest on each Loan and all fees and other Secured Obligations (which for purposes of this clause shall include the obligations in respect of Hedge Agreements only if the Secured Obligations (each as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnification indemnity obligations for which claims with respect to then unasserted claims) shall have not yet been asserted) have indefeasibly been paid in full in cash or otherwise satisfiedfull, at which time the Collateral Administrative Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all UCC termination statements, releases statements and similar documents that the Grantors shall reasonably request to evidence such termination; provided, however, that the Credit Agreement, this Agreement Agreement, and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Secured Party upon the bankruptcy or reorganization of any Grantorthe Borrower, Grantor or other Loan Party. Any execution and delivery of termination statements, releases statements or other documents pursuant to this SECTION 8.14 Section 8.15 shall be without recourse to, or warranty by, the Collateral Administrative Agent or any other Credit Secured Party.

Termination; Release of Collateral. (a) Any Lien upon any Collateral will be released automatically if the Collateral constitutes property that is sold, transferred, or otherwise disposed This Agreement shall continue in full force and effect until full performance and indefeasible payment in full in cash of in a transaction permitted by the Credit Agreement or the Euro Term Loan Agreement all Secured Obligations (other than a Disposition made pursuant indemnity obligations under the Loan Documents not then due and payable for any events of claims that would give rise thereto that are not then pending) and termination of any commitments to clause (b) extend credit under any of the definition Loan Documents. Notwithstanding any other provision of this Agreement or any Loan Document, no termination of this Agreement shall affect Secured Party’s or Lenders’ rights or any of the Secured Obligations existing as of the effective date of such termination until the Secured Obligations have been fully performed and indefeasibly paid in cash in full (other than indemnity obligations under the Loan Documents not then due and payable for any events of claims that would give rise thereto that are not then pending) and Pledgor shall have executed and delivered releases in favor of Agent and Lenders in form and substance satisfactory to Agent, in its Permitted DispositionDiscretion (provided, however, that such release may exclude claims filed by Pledgor against Secured Party or any Lender prior to the payoff contemplated in this Section 6.11 to the extent arising out of the gross negligence, willful misconduct or fraud of Secured Party or any Lender). Upon at least five The Liens granted to Secured Party, for its benefit and the benefit of the Lenders, hereunder and any financing statements filed pursuant hereto and the rights and powers of Secured Party and Lenders hereunder shall continue in full force and effect until all of the Secured Obligations have been fully performed and indefeasibly paid in full in cash (5other than indemnity obligations under the Loan Documents not then due and payable for any events of claims that would give rise thereto that are not then pending) Business Days’ prior written request by and Pledgor shall have executed and delivered releases in favor of Agent and Lenders in form and substance satisfactory to Agent, in its Permitted Discretion. Subject to Section 12.3 of the GrantorsLoan Agreement, promptly following full performance and satisfaction and indefeasible payment in full in cash of all Secured Obligations (other than indemnity obligations under the Loan Documents not then due and payable for any events of claims that would give rise thereto that are not then pending) and the termination of any commitments to extend credit under any Loan Documents, the Collateral Agent Liens created hereby shall terminate and Secured Party and Lenders shall execute and deliver such documents documents, at Pledgor’s expense, as may be are necessary to evidence release their Liens in the release of Collateral and shall return the Liens upon any Collateral described in this SECTION 8.14(a)to Pledgor; provided, however, that (i) the Collateral parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent or any Lender and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent or any Lender. Secured Party and each Lender shall not be required deemed to execute have made any representation or warranty with respect to any Collateral so delivered except that such document Collateral is free and clear, on terms which, in its reasonable opinion, would, under applicable Law, expose the Collateral Agent to liability or entail any adverse consequence other than the release date of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds of any sale of the Collateral, all of which shall continue to constitute part of the Collateral. (b) Except for those provisions which expressly survive the termination thereof, this Agreement and the Security Interest granted herein shall automatically terminate when all of the Secured Obligations (other than contingent indemnification obligations for which claims have not yet been asserted) have indefeasibly been paid in full in cash or otherwise satisfied, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all UCC termination statements, releases and similar documents that the Grantors shall reasonably request to evidence such termination; provided, however, that this Agreement and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereofdelivery, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Party upon the bankruptcy or reorganization of any Grantor. Any execution and delivery of termination statements, releases or other documents pursuant to this SECTION 8.14 shall be without recourse to, or warranty by, the Collateral Agent or any other Credit Partyall Liens arising from its own acts.

Termination; Release of Collateral. (a) Any This Agreement, the Lien upon any Collateral will be released automatically if in favor of the Collateral constitutes property that is soldAgent (for the benefit of itself and the other Credit Parties) and all other security interests granted hereby shall terminate with respect to all Secured Obligations when (i) the Commitments shall have expired or been terminated, transferred(ii) the principal of and interest on each Loan and all fees and other Secured Obligations shall have been paid in full in cash, (iii) all Letters of Credit shall have (A) expired or otherwise disposed of in a transaction permitted terminated and have been reduced to zero, (B) been cash collateralized to the extent required by the Credit Agreement Agreement, or (C) been supported by another letter of credit in a manner reasonably satisfactory to the Euro Term Loan Agreement Issuing Bank and the Administrative Agent, and (other than a Disposition made pursuant to clause (biv) all Letter of the definition of Permitted Disposition). Upon at least five (5) Business Days’ prior written request by the GrantorsCredit Outstandings shall have been paid in full in cash, the Collateral Agent shall execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in this SECTION 8.14(a); provided, however, that (i) in connection with the termination of this Security Agreement, the Collateral Agent may require such indemnities as it shall not reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be required reversed or revoked, (y) any obligations that may thereafter arise with respect to execute any such document on terms which, in its reasonable opinion, would, under applicable Law, expose the Collateral Agent to liability bank products or entail any adverse consequence other than the release of such Liens without recourse or warrantycash management services, and (iiz) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds of any sale that may thereafter arise under Section 9.3 of the Collateral, all of which shall continue to constitute part of the CollateralCredit Agreement. (b) Except for those provisions which expressly survive The Collateral shall be released from the termination thereof, Lien of this Agreement and in accordance with the Security Interest granted herein shall automatically terminate when all provisions of the Secured Obligations (other than contingent indemnification obligations for which claims have not yet been asserted) have indefeasibly been paid Credit Agreement. Upon termination hereof or any release of Collateral in full in cash or otherwise satisfiedaccordance with the provisions of the Credit Agreement, at which time the Collateral Agent shall execute shall, upon the request and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, at against receipt and without recourse to or warranty by the Grantors’ expenseCollateral Agent, such of the Collateral to be released (in the case of a release) or all UCC termination statements, releases and similar documents that of the Grantors shall reasonably request to evidence such termination; provided, however, that this Agreement and Collateral (in the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Party upon the bankruptcy or reorganization of any Grantor. Any execution and delivery case of termination statements, releases or other documents pursuant to of this SECTION 8.14 shall Agreement) as may be without recourse to, or warranty by, in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral, proper documents and instruments (including UCC‑3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (c) At any time that the respective Grantor desires that the Collateral Agent take any action described in clause (b) of this Section 8.14, such Grantor shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to clause (a) or (b) of this Section 8.14. The Collateral Agent shall have no liability whatsoever to any other Credit Party.Party as the result of any release of Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Section 8.14. [SIGNATURE PAGES FOLLOW]

Termination; Release of Collateral. (a) Any Lien upon any Collateral will be released automatically if the Collateral constitutes property that is being sold, transferred, transferred or otherwise disposed of in a transaction permitted Permitted Disposition upon receipt by the Agent of the Net Proceeds thereof to the extent required by the Credit Agreement or the Euro Term Loan Agreement (other than a Disposition made pursuant to clause (b) of the definition of Permitted Disposition)Agreement. Upon at least five two (52) Business Days’ prior written request by the Grantorssuch Grantor, the Collateral Agent shall execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in this SECTION 8.14(a11.14(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any such Grantor in respect of) all interests in the Collateral retained by any such Grantor, including, without limitation, the Proceeds proceeds of any sale of the Collateralsale, all of which shall continue to constitute part of the Collateral. (b) Except for those provisions which expressly survive the termination thereof, this Agreement and the Security Interest granted herein shall automatically terminate when (i) the Commitments shall have expired or been terminated, (ii) the principal of and interest on each Loan and all of the fees and other Secured Obligations (other than contingent indemnification obligations for which claims shall have not yet been asserted) have indefeasibly been paid in full full, (iii) all Letters of Credit shall have expired or terminated or been cash collateralized or backstopped by a letter of credit reasonably acceptable to the Administrative Agent and the L/C Issuer to the extent provided in cash or otherwise satisfiedthe Credit Agreement, and (iv) all L/C Obligations shall have been reimbursed, at which time the Collateral Agent shall execute and deliver to the Grantorssuch Grantor, at the Grantors’ such Grantor’s expense, all UCC termination statements, releases statements and similar documents that the Grantors such Grantor shall reasonably request to evidence such termination; provided, however, that the Credit Agreement, this Agreement Agreement, and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Party upon the bankruptcy or reorganization of any such Grantor. Any execution and delivery of termination statements, releases statements or other documents pursuant to this SECTION 8.14 11.14 shall be without recourse to, or warranty by, the Collateral Agent or any other Credit Party.

Termination; Release of Collateral. (a) Any Lien upon any Collateral and/or Xxxxxxxx Collateral will be released automatically automatically, if the Collateral and/or Xxxxxxxx Collateral constitutes property that is being sold, transferred, transferred or otherwise disposed of in a transaction Asset Sale permitted under the Credit Agreement upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by the Credit Agreement or the Euro Term Loan Agreement (other than a Disposition made pursuant to clause Agreement. (b) of the definition of Permitted Disposition). Upon at least five two (52) Business Days’ prior written request by the GrantorsBorrower, the Collateral Administrative Agent shall execute such documents as may be necessary to evidence the release of the Liens upon any Collateral and/or any Xxxxxxxx Collateral described in this SECTION 8.14(aSection 8.16(a); provided, however, that (i) the Collateral Administrative Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable Applicable Law, expose the Collateral Administrative Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any Grantor Loan Party in respect of) all interests in the Collateral retained by any GrantorLoan Party, including, including (without limitation, ) the Proceeds proceeds of any sale of the Collateralsale, all of which shall continue to constitute part of the Collateral and/or the Xxxxxxxx Collateral. (bc) Except for those provisions which expressly survive the termination thereof, this Agreement and the Security Interest granted herein shall automatically terminate when (i) the Commitments have expired or been terminated and (ii) the principal of and interest on each Loan and all fees and other Secured Obligations (which for purposes of this clause shall include the obligations in respect of Hedging Agreements only if the Secured Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnification indemnity obligations for which claims with respect to then unasserted claims) shall have not yet been asserted) have indefeasibly been paid in full in cash or otherwise satisfiedfull, at which time the Collateral Administrative Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all UCC termination statements, releases statements and similar documents that the Grantors shall reasonably request to evidence such termination; provided, however, that the Credit Agreement, this Agreement Agreement, and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Secured Party upon the bankruptcy or reorganization of any Grantorthe Borrower, Grantor or other Loan Party. Any execution and delivery of termination statements, releases statements or other documents pursuant to this SECTION 8.14 Section 8.16 shall be without recourse to, or warranty by, the Collateral Administrative Agent or any other Credit Secured Party.

Termination; Release of Collateral. (a) Any Lien This Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations or commitments therefor outstanding) until the payment in full of the Secured Obligations (other than any contingent indemnification or similar obligation for which no claim has been asserted) and the termination of the Credit Agreement in accordance with its terms, at which time the security interests granted hereby shall terminate and any and all rights to the Collateral shall revert to the applicable Debtor. Upon such termination, the Agent shall promptly return to the applicable Debtor, at such Debtor’s expense, such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof. The Agent will promptly execute and deliver to the applicable Debtor such other documents as such Debtor shall reasonably request to evidence such termination. (b) The Agent will, promptly upon request of any Debtor (which request shall be accompanied by any documentation the Agent may reasonably request to confirm that any applicable conditions to the Agent’s acting upon such request have been satisfied (on which documentation the Agent may conclusively rely absent written notice to the contrary)), release its security interest in (i) any Collateral will be released automatically if the Collateral constitutes property of such Debtor that is sold, transferredleased, assigned, conveyed, transferred or otherwise disposed of by such Debtor as part of or in connection with any Disposition or in connection with a merger, consolidation or other transaction, in each case permitted under the Credit Agreement, (ii) any Collateral which is not required to be pledged to the Agent pursuant to the Loan Documents, (iii) so long as no Default or Event of Default exists or would result therefrom, all Collateral granted by any Person that ceases to be a Guarantor in accordance with the terms of the Credit Agreement or (iv) if Equity Interests of a Debtor that is a Subsidiary shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement or the Euro Term Loan Agreement (other than Agreement, and, as a Disposition made pursuant result thereof, such Debtor shall cease to clause (b) of the definition of Permitted Disposition). Upon at least five (5) Business Days’ prior written request by the Grantors, the Collateral Agent shall execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in this SECTION 8.14(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable Law, expose the Collateral Agent to liability or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds of any sale of the Collaterala Subsidiary, all of which shall continue to constitute part of the CollateralCollateral granted by such Debtor. (b) Except for those provisions which expressly survive the termination thereof, this Agreement and the Security Interest granted herein shall automatically terminate when all of the Secured Obligations (other than contingent indemnification obligations for which claims have not yet been asserted) have indefeasibly been paid in full in cash or otherwise satisfied, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all UCC termination statements, releases and similar documents that the Grantors shall reasonably request to evidence such termination; provided, however, that this Agreement and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Party upon the bankruptcy or reorganization of any Grantor. Any execution and delivery of termination statements, releases or other documents pursuant to this SECTION 8.14 shall be without recourse to, or warranty by, the Collateral Agent or any other Credit Party.

Termination; Release of Collateral. (a) Any Lien upon any Collateral will be released automatically if the Collateral constitutes property that is being sold, transferred, transferred or otherwise disposed of in a transaction permitted Permitted Disposition upon receipt by the Collateral Agent of the Net Proceeds thereof to the extent required by the Credit Agreement or the Euro Term Loan Agreement (other than a Disposition made pursuant to clause (b) of the definition of Permitted Disposition)Agreement. Upon at least five two (52) Business Days’ prior written request by the GrantorsLead Borrower, the Collateral Agent shall execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in this SECTION 8.14(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds proceeds of any sale of the Collateralsale, all of which shall continue to constitute part of the Collateral. (b) Except for those provisions of the Credit Agreement and this Agreement which expressly survive the termination thereof, this Agreement and the Security Interest granted herein shall automatically terminate when (i) the Commitments have expired or been terminated, (ii) all of the Secured Obligations (other than contingent indemnification indemnity obligations for which claims have not yet been assertedwith respect to then unasserted claims) have indefeasibly been paid in full in cash, (iii) all Letter of Credit Outstandings have been reduced to zero (or fully cash or otherwise satisfiedcollateralized in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent to the extent provided in the Credit Agreement), and (iv) the Issuing Banks have no further obligation to issue Letters of Credit under the Credit Agreement, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all UCC termination statements, releases statements and similar documents that the Grantors shall reasonably request to evidence such termination; provided, however, that in connection with the termination of this Agreement and the release and termination of the security interests in the Collateral, the Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Obligations that may subsequently be reversed or revoked, and (y) any obligations that may thereafter arise with respect to the Other Liabilities, and provided further that the Credit Agreement, this Agreement, and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Secured Party upon the bankruptcy or reorganization of any GrantorGrantor or any other Loan Party. Any execution and delivery of termination statements, releases statements or other documents pursuant to this SECTION 8.14 shall be without recourse to, or warranty by, the Collateral Agent or any other Credit Secured Party.

Termination; Release of Collateral. (a) Any Lien upon any Collateral will be released automatically if the Collateral constitutes property that is being sold, transferred, transferred or otherwise disposed of in a transaction permitted Permitted Disposition upon receipt by the Credit Agreement or the Euro Term Loan Agreement (other than a Disposition made pursuant to clause (b) Collateral Agent of the definition of Permitted Disposition)Net Proceeds thereof to the extent required by the Loan Agreement. Upon at least five two (52) Business Days’ Days prior written request by the Grantors, the Collateral Agent shall execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in this SECTION 8.14(a)Section 8.14; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds of any sale of the Collateralsale, all of which shall continue to constitute part of the Collateral. (b) Except for those provisions which expressly survive the termination thereof, this Agreement and the Security Interest granted herein shall automatically terminate when all of the Secured Obligations (other than contingent indemnification obligations for which claims have not yet no claim has been asserted) have been indefeasibly been paid in full in cash or otherwise satisfiedcash, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all UCC UCC-3 termination statements, releases and similar documents that the Grantors shall reasonably request to evidence such termination; provided, however, that the Loan Agreement, this Agreement Agreement, the other Loan Documents and the Security Interest granted herein shall be immediately and automatically reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Party upon the bankruptcy or reorganization of any Grantor. Any execution and delivery of termination statements, releases or other documents pursuant to this SECTION Section 8.14 shall be without recourse to, or warranty by, the Collateral Agent or any other Credit Party.

Termination; Release of Collateral. (a) Any Lien upon any Collateral 14.1. The Liens securing the Senior Secured Notes will be released automatically if the Collateral constitutes property that is soldreleased, transferredin whole or in part, or otherwise disposed of as provided in a transaction permitted by the Credit Agreement or the Euro Term Loan Agreement (other than a Disposition made pursuant to clause (b) Section 10.4 of the definition Indenture and the Liens securing Additional Pari Passu Lien Obligations of Permitted Disposition)any series will be released, in whole or in part, as provided in the Additional Pari Passu Documents governing such obligations. Upon at least five two (52) Business Days’ prior written request by the GrantorsPledgors accompanied by the Officer’s Certificate required by the Indenture, the Collateral Agent shall shall, without recourse, representation or warranty of any kind and at the Pledgors’ sole cost and expense, execute such documents as the Pledgors may be necessary reasonably request to evidence the release of the Liens upon any Collateral described in this SECTION 8.14(a)Section 14.1; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, warranty and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any Grantor Pledgor in respect of) all interests in the Collateral retained by any GrantorPledgor, including, without limitation, the Proceeds proceeds of any sale of the Collateralsale, all of which shall continue to constitute part of the Collateral. The security interest granted herein shall also be released as provided in the Security Agreement. (b) 14.2. Except for those provisions which expressly survive the termination thereof, this Agreement and the Security Interest security interest granted herein shall automatically terminate when all of the Secured Obligations (other than contingent indemnification indemnity obligations for which claims have not yet been assertedwith respect to then unasserted claims) have indefeasibly been paid in full in cash or otherwise satisfiedcash, at which time time, upon receipt of the Officer’s Certificate and Opinion of Counsel required by the Indenture, the Collateral Agent shall shall, without recourse, representation or warranty of any kind, execute and deliver to the GrantorsPledgors, at the GrantorsPledgors’ expense, all UCC termination statements, releases statements and similar documents that the Grantors Pledgors shall reasonably request to evidence such termination; provided, however, that the Indenture, this Agreement Agreement, and the Security Interest security interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Secured Party upon the bankruptcy or reorganization of any GrantorPledgor or any other Loan Party. Any execution and delivery of termination statements, releases statements or other documents pursuant to this SECTION 8.14 Section 14.2 shall be without recourse to, or warranty by, the Collateral Agent or any other Credit Secured Party.

Termination; Release of Collateral. (a) Any Lien upon any Collateral will be released automatically if the Collateral constitutes property that is sold, transferred, or otherwise disposed of in a transaction permitted by the Credit Agreement or the Euro Term Loan Agreement (other than a Disposition made pursuant to clause (b) of the definition of Permitted Disposition). Upon at least five (5) Business Days’ prior written request by the Grantors, the Collateral Agent shall execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in this SECTION 8.14(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable Law, expose the Collateral Agent to liability or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds of any sale of the Collateral, all of which shall continue to constitute part of the Collateral. (b) Except for those provisions which expressly survive the termination thereof, this This Agreement and the Security Interest granted herein shall automatically terminate when all of the Secured Obligations (other than contingent inchoate rights to indemnification obligations for which claims have not yet been assertedand reimbursement) have been indefeasibly been paid in full in cash or otherwise satisfiedfull, the Lenders have no further commitment to lend, the L/C Exposure has been reduced to zero and the Issuing Bank has no further commitment to issue Letters of Credit under the Credit Agreement, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors’ ' expense, all UCC Uniform Commercial Code termination statements, releases statements and similar documents that which the Grantors shall reasonably request to evidence such termination; provided, however, that this Agreement and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Party upon the bankruptcy or reorganization of any Grantor. Any execution and delivery of termination statements, releases statements or other documents pursuant to this SECTION 8.14 Section 7.14 shall be without recourse toto or warranty by the Collateral Agent. A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Guarantor shall be automatically released in the event that all the capital stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower in accordance with the terms of the Credit Agreement; provided that the Required Lenders shall have consented to such sale, transfer or other disposition (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (b) In the event any Collateral is sold or transferred in an Asset Sale or other transaction permitted by the Credit Agreement or is to be subject to a Lien permitted by Section 6.02(i) of the Credit Agreement, the Administrative Agent shall (i) concurrently with the consummation of such Asset Sale or other transaction release the Collateral that is subject of such sale or transfer free and clear of the Lien and security interest under this Agreement, or warranty by(ii) in connection with a financing contemplated by Sections 6.01___ and (i) of the Credit Agreement, at the request of the lender providing the financing and at such lender's election, either (A) subordinate the Lien and security interest under this Agreement on any assets being financed to the Lien and security interest of such lender pursuant to an intercreditor and/or subordination agreement in form and substance satisfactory to such lender, the Collateral Administrative Agent and the Grantor, or (B) release the Lien and security interest under this Agreement on any such assets to the extent required by such lender. In connection with any release or subordination pursuant to this Section 7.14(b), the Administrative Agent shall execute and deliver, at the Grantors' expense, any Uniform Commercial Code termination statements or other Credit Partydocuments necessary to effect and evidence such release or subordination as may be reasonably requested by the Grantors.

Termination; Release of Collateral. (a) Any Lien upon any Collateral The Liens securing the Senior Secured Notes will be released automatically if the Collateral constitutes property that is soldreleased, transferredin whole or in part, or otherwise disposed of as provided in a transaction permitted by the Credit Agreement or the Euro Term Loan Agreement (other than a Disposition made pursuant to clause (b) Section 10.4 of the definition Indenture and the Liens securing Additional Pari Passu Obligations of Permitted Disposition)any series will be released, in whole or in part, as provided in the Additional Pari Passu Documents governing such obligations. Upon at least five two (52) Business Days’ prior written request by the GrantorsGrantors accompanied by the Officer’s Certificate required by the Indenture, the Collateral Agent shall shall, without recourse, representation or warranty of any kind and at the Grantors sole cost and expense, execute such documents as the Grantors may be necessary reasonably request to evidence the release of the Liens upon any Collateral described in this SECTION 8.14(a)Section 8.14; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, warranty and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds proceeds of any sale of the Collateralsale, all of which shall continue to constitute part of the Collateral. (b) Except for those provisions which expressly survive the termination thereof, this Agreement and the Security Interest granted herein shall automatically terminate when all of the Secured Obligations (other than contingent indemnification indemnity obligations for which claims have not yet been assertedwith respect to then unasserted claims) have indefeasibly been paid in full in cash or otherwise satisfiedcash, at which time time, upon receipt of the Officer’s Certificate and Opinion of Counsel required by the Indenture, the Collateral Agent shall shall, without recourse, representation or warranty of any kind, execute and deliver to the Grantors, at the Grantors’ expense, all UCC termination statements, releases statements and similar documents that the Grantors shall reasonably request to evidence such termination; provided, however, that the Indenture, any Additional Pari Passu Document, this Agreement Agreement, and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Secured Party upon the bankruptcy or reorganization of any Grantor or any other Grantor. Any execution and delivery of termination statements, releases statements or other documents pursuant to this SECTION Section 8.14 shall be without recourse to, or warranty by, the Collateral Agent or any other Credit Secured Party.

Termination; Release of Collateral. (a) Any This Agreement, the Lien upon any Collateral will be released automatically if the Collateral constitutes property that is sold, transferred, or otherwise disposed of in a transaction permitted by the Credit Agreement or the Euro Term Loan Agreement (other than a Disposition made pursuant to clause (b) favor of the definition Agent (for the benefit of Permitted Disposition). Upon at least five (5itself and the other Credit Parties) Business Days’ prior written request by the Grantors, the Collateral Agent and all other security interests granted hereby shall execute such documents as may be necessary terminate with respect to evidence the release all Secured Obligations upon Payment in Full of the Liens upon any Collateral described in this SECTION 8.14(a); Secured Obligations, provided, however, that (iA) the Collateral Agent shall not be required to execute any such document on terms whichthis Agreement, in its reasonable opinion, would, under applicable Law, expose the Collateral Agent to liability or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds of any sale of the Collateral, all of which shall continue to constitute part of the Collateral. (b) Except for those provisions which expressly survive the termination thereof, this Agreement and the Security Interest and all other security interests granted herein shall automatically terminate when all of the Secured Obligations (other than contingent indemnification obligations for which claims have not yet been asserted) have indefeasibly been paid in full in cash or otherwise satisfied, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all UCC termination statements, releases and similar documents that the Grantors shall reasonably request to evidence such termination; provided, however, that this Agreement and the Security Interest granted herein hereby shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Party or any Grantor upon the bankruptcy or reorganization of any GrantorGrantor or otherwise, and (B) in connection with the termination of this Agreement, the Agent may require such indemnities and collateral security as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (y) any obligations that may thereafter arise with respect to bank products or cash management services, and (z) any Secured Obligations that may thereafter arise under Section 9.3 of the Credit Agreement. (b) The Collateral shall be released from the Lien of this Agreement in accordance with the provisions of the Credit Agreement. Any execution Upon termination hereof or any release of Collateral in accordance with the provisions of the Credit Agreement, the Agent shall, upon the request and delivery at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Agent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of termination statements, releases of this Agreement) as may be in possession of the Agent and as shall not have been sold or other documents otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (c) At any time that the respective Grantor desires that the Agent take any action described in clause (b) of this SECTION 8.14 Section 8.14, such Grantor shall, upon request of the Agent, deliver to the Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to clause (a) or (b) of this Section 8.14. The Agent shall be without recourse to, or warranty by, the Collateral Agent or have no liability whatsoever to any other Credit Party.Party as the result of any release of Collateral by it as permitted (or which the Agent in good faith believes to be permitted) by this Section 8.14. [SIGNATURE PAGES FOLLOW]

Termination; Release of Collateral. Notwithstanding anything in this Agreement to the contrary, unless an Event of Default shall be in existence, the Company may, sell, assign, transfer or otherwise dispose of any Pledged Collateral pledged by the Company in a bona fide sale transaction to an unaffiliated third party so long as (ai) Any Lien upon any Collateral will be released automatically if the Company receives consideration at least equal to the fair market value of such Pledged Collateral, (ii) at least 75% of the consideration paid to the Company is in the form of cash or the assumption of liabilities of the Company or its subsidiaries (other than contingent liabilities or liabilities that are by their terms subordinated to the Notes or Guarantee) as a result of which the Company (and its subsidiaries) are no longer obligated with respect to such liabilities, and (iii) the Company delivers a certificate of its President or Chief Financial Officer to the Collateral constitutes property Agent and the Secured Parties certifying that such sale or other disposition complies with the foregoing. The proceeds of any such sale of the Pledged Collateral shall be applied in accordance with the terms of Section 4.12 of the June 27, 2007 Indenture, if applicable, and in the event that the Company is sold, transferred, required to make an offer to repurchase the 2007 Notes (or otherwise disposed of in a transaction any refinancing thereof to the extent permitted by the Credit Intercreditor Agreement and the Subscription Agreement (the “Refinanced Notes”)) pursuant to said Section 4.12 (or any successor provision in respect of any Refinanced Notes), the Allocable Excess Proceeds (as defined in the June 27, 2007 Indenture) shall be applied to the 2007 Notes or the Euro Term Loan Refinanced Notes, as applicable, in accordance with said Section 4.12 (or such successor provision in respect of any Refinanced Notes) and the balance of such Allocable Excess Proceeds, if any, shall be applied to any accrued and unpaid interest and then to the outstanding principal balance of the Notes on a pari passu basis among the Holders; provided, however, if the First Priority Obligations Payment Date shall have occurred, the entire Allocable Excess Proceeds that would exist under the June 27, 2007 Indenture if the 2007 Notes were outstanding under the June 27, 2007 Indenture, shall be applied to pay any accrued and unpaid interest on the Notes and then to the outstanding principal amount of the Notes, on a pari passu basis. In addition, the Pledged Collateral pledged by the Company shall be subject to release in accordance with Section 10.04 of the June 27, 2007 Indenture (such Pledged Collateral referred to in the immediately preceding sentence being the “Released Collateral”) The Liens under this Agreement (other than a Disposition made shall terminate with respect to such Pledged Collateral upon such sale, transfer, assignment, disposition and payment as aforesaid pursuant to clause (b) this Section 36, and upon the written request of the definition of Permitted Disposition). Upon at least five (5) Business Days’ prior written request by the GrantorsCompany, the Collateral Agent shall execute and deliver, at the cost of the Company, such documents instrument or document as may be necessary to evidence the release of the Liens upon any Collateral described in this SECTION 8.14(a)granted hereunder; provided, provided further however, that (i) the Collateral Agent shall not be required to execute any such document documents on terms which, in its reasonable opinion, would, under applicable Law, which would expose the Collateral Agent or any holder of the Notes to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon on (or obligations of any Grantor the Company in respect of) all interests in the Collateral retained by any Grantorthe Company, including, including without limitation, the Proceeds proceeds of any sale of the Collateralsale, all of which shall continue to constitute part of the CollateralPledged Collateral pledged by the Company. (b) Except for those provisions which expressly survive the termination thereof, this Agreement and the Security Interest granted herein shall automatically terminate when all of the Secured Obligations (other than contingent indemnification obligations for which claims have not yet been asserted) have indefeasibly been paid in full in cash or otherwise satisfied, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all UCC termination statements, releases and similar documents that the Grantors shall reasonably request to evidence such termination; provided, however, that this Agreement and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Party upon the bankruptcy or reorganization of any Grantor. Any execution and delivery of termination statements, releases or other documents pursuant to this SECTION 8.14 shall be without recourse to, or warranty by, the Collateral Agent or any other Credit Party.