Common use of Termination; Release Clause in Contracts

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) ), and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has have been terminated, no Note under the Credit Agreement is outstanding (and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) Loans have been indefeasibly paid repaid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereoffull), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (ii) the Collateral Release Date as defined other than contingent indemnities described in Section 10.15(d) 12.4 of the Credit Agreement (but subject with respect to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(dwhich no claim has been asserted) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been irrevocably paid in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementfull in cash.

Termination; Release. (a) After With respect to (i) SECTION 11.4 and the Termination Date release of Liens on the Collateral securing the Notes Obligations, the Collateral Agent shall comply with any direction given to it by the Trustee pursuant to Section 11.04 of the Indenture, and (as defined below)ii) SECTION 11.4 and the release of Liens on the Collateral securing Permitted Additional Pari Passu Obligations under any Permitted Additional Pari Passu Lien Agreement, this Agreement the Collateral Agent shall terminate comply with any direction given to it by the applicable Additional Pari Passu Agent pursuant to any similar provision of such Permitted Additional Pari Passu Lien Agreement; provided in the case of clauses (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such terminationi) and (ii) that such direction is not inconsistent with this Agreement. (b) Subject to the Pledgeeterms of the Intercreditor Agreement, upon any release of Collateral or Mortgaged Property in accordance with the provisions of SECTION 11.4, the Collateral Agent shall, upon the request and at the request sole cost and expense of the respective PledgorGrantors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (the Grantors, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Collateral or Mortgaged Property to be released (in the case of a release) as may be in the possession of the Pledgee Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of Section 10.15(d) and such Collateral or Mortgaged Property, as the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementcase may be.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this AgreementPledgee, if any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has Commitments have been terminated, and all Credit Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof)full, (ii) the Collateral Release Date as defined in Section 10.15(d6.14(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower Company pursuant to the next to last sentence of Section 10.15(d6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgeesecurity interest created hereby shall terminate, and the Collateral Agent shall, at the request and expense of the respective PledgorPledgors, will promptly execute and deliver to such the applicable Pledgor as promptly thereafter as reasonably practicable a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to the applicable Pledgor (without recourse and without any representation or warranty) such of the Collateral of such Pledgor as may be in the possession of the Collateral Agent or any of its sub-agents and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any proceeds of Collateral at the time held by the Collateral Agent or any of its sub-agents hereunder. (b) In the event that any part of the Collateral is sold in connection with a sale not prohibited by the Indenture or released in accordance with Article Eleven of the Indenture and the proceeds of such sale or sales or from such release are applied in accordance with, and to the extent required by, the Indenture, to the extent required to be so applied, such Collateral will be sold or released, free and clear of the Liens created by this Agreement and the Collateral Agent, at the request and expense of the applicable Pledgor, will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Pledgee Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement. (c) At any time that any Pledgor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 10.9(b), “Termination Date” it shall mean deliver to the earliest Collateral Agent a certificate signed by its chief financial officer stating that the release of the respective Collateral is permitted pursuant to Section 10.9(a) or (ib). (d) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive The Collateral Agent shall have no liability whatsoever to any Holder as a result of any release of Collateral by it in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in this Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement10.9.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive including any such terminationprovision providing for the appointment of the Collateral Agent as attorney-in-fact for any Grantor) and the PledgeeLiens and security interests granted hereunder shall terminate automatically and without further action by any party, and the Collateral Agent, at the written request and sole expense of the respective PledgorCompany, will promptly execute and deliver to such Pledgor a each Grantor the proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor each Grantor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used In addition, the Collateral Agent, at the written request and sole expense of the Company, will release from the Lien created hereunder: (1) Collateral that is sold, transferred, disbursed or otherwise disposed of to a Person other than a Grantor to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions of the Indenture, as certified in this Agreementwriting by the Company; provided that any products, “Termination Date” proceeds or other consideration received by the Grantors in respect of any such Collateral shall mean continue to constitute Collateral to the earliest of extent required hereunder; (i2) the date property and assets of a Grantor upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive release of such Grantor from its Note Guarantee in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements Indenture, as certified in writing by the Company; and (3) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Company. The Collateral Agent shall also execute and deliver, at the written request and expense of the Company, upon termination of this Agreement or occurrence of any event in the immediately preceding sentence, such UCC termination statements, and such other Secured Debt Agreements do not otherwise prohibit documentation as shall be reasonably requested by any Grantor to effect the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) and release of the Credit Agreement (but subject to any deferral requested Liens and security interests granted by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After This Security Agreement, the Termination Date Lien in favor of the Collateral Agent (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, (ii) the principal of and interest on each Loan and all fees and other Secured Obligations shall have been indefeasibly paid in full in cash, (iii) all Letters of Credit (as defined below)in the Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, this Agreement shall terminate (provided that all indemnities set forth herein includingB) been Cash Collateralized to the extent required by the Credit Agreement, without limitation, or (C) been supported by another letter of credit in Section 11 hereof shall survive any such termination) a manner reasonably satisfactory to the L/C Issuer and the PledgeeAdministrative Agent, and (iv) all Unreimbursed Amounts shall have been indefeasibly paid in full in cash, provided, however, that in connection with the termination of this Security Agreement, 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 Secured Obligations that may subsequently be reversed or revoked, (y) any obligations that may thereafter arise with respect to the Other Liabilities, and (z) any Secured Obligations that may thereafter arise under Section 10.04 of the Credit Agreement. (b) The Collateral shall be released from the Lien of this Security Agreement in accordance with the provisions of the Credit Agreement. Upon termination hereof or any release of Collateral in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the request sole cost and expense of the respective PledgorGrantors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (the Grantors, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) as may be in the possession of the Pledgee Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence 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 Section 10.15(dsuch Collateral, as the case may be. (c) and At any time that the applicable provisions hereof)respective Grantor desires that the Collateral Agent take any action described in clause (b) of this SECTION 9.5, 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 (iiia) or (b) of this SECTION 9.5. The Collateral Agent shall have no liability whatsoever to any other Credit Party as the date upon result of any release of Collateral by it as permitted (or which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (ivgood faith believes to be permitted) the date upon which the Credit Documents are amended to release all Collateral subject to by this AgreementSECTION 9.5.

Termination; Release. (a) After The Pledged Collateral and the Termination Date (as defined below), Secured Obligations of any Pledgor shall be released from the Lien of this Agreement shall terminate (provided that all indemnities set forth herein in accordance with the provisions of the Credit Agreement, including, without limitation, Section 9.11(a), (b) or (c) of the Credit Agreement. Furthermore, when all the Secured Obligations have been paid in Section 11 hereof full (other than (A) contingent obligations not then due and payable and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements), the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall survive have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon termination of this Agreement the Pledged Collateral shall be automatically released from the Lien of this Agreement. Upon the sale or disposition of any Pledged Collateral pursuant to a transaction permitted under the Credit Agreement (other than any sale or disposition to another Pledgor), such termination) Pledged Collateral shall be automatically released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and the Pledgee, at the request sole cost and expense of the respective PledgorPledgors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in the possession of the Pledgee Administrative Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases, or other documentation as such Pledgor shall reasonably request) acknowledging the termination hereof or the release of Section 10.15(d) and such Pledged Collateral, as the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementcase may be.

Termination; Release. When all the Secured Obligations have been paid in full (aother than contingent indemnification obligations not yet due and payable) After the Termination Date (as defined below)and no commitments remain under Additional Secured Debt Documents to extend credit that would constitute Secured Obligations, this Agreement shall terminate terminate. Upon termination of this Agreement the Collateral shall be released from the Lien of this Agreement. In addition, the Collateral or any portion thereof shall be released from the Lien of this Agreement pursuant to the Indenture. In addition, the Liens of this Agreement will be automatically released with respect to the New Notes Excluded Collateral in the event that Rule 3-16 of Regulation S-X (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive or any successor regulation) requires the preparation and filing with the SEC of separate audited financial statements of any Restricted Subsidiary owned by a Pledgor because such Restricted Subsidiary’s Capital Stock is pledged as collateral to secure the New Notes and any Additional Secured Obligations. Upon any such termination) release, the Collateral Agent shall, upon the request and the Pledgee, at the request sole cost and expense of the respective PledgorPledgors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (the applicable Pledgor(s), against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Collateral or any part thereof to be released (in the case of a release) as may be in the possession of the Pledgee Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence terms hereof, and, with respect to any other Collateral, documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of Section 10.15(d) such Collateral, as the case may be, in form and substance reasonably satisfactory to the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this AgreementPledgors.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, and all Credit Document Obligations no Note (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in the Credit Agreement) or Letter of Credit is outstanding (other than Letters of Credit, together with all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) and all other Obligations (other than indemnities described in Section 10.15(d) 11 hereof and in Section 12.13 of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(dwhich are not then due and payable) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After release, transfer and deliver to each Pledgor (without recourse and without any representation or warranty) all of the Termination Date Collateral as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. (as defined below), this Agreement shall terminate (provided b) In the event that all indemnities set forth herein includingor any part of the Collateral is sold, without limitationconveyed or disposed of in connection with any form of asset disposition permitted by the Credit Agreements or otherwise released, in Section 11 hereof shall survive any whole or in part, at the direction of the Required Secured Creditors and the proceeds of such termination) asset disposition are applied in accordance with, and to the extent required by, the provisions of the Credit Agreements, the Pledgee, at the request and expense of the respective any Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, release, transfer and deliver to such the appropriate Pledgor (without recourse and without any representation or warranty) such of the Collateral (and releases therefor) as may be in the possession of the Pledgee is then being (or has been) so sold or released and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used . (c) At any time that a Pledgor desires that the Pledgee assign, release, transfer and deliver Collateral as provided in this AgreementSection 18(a) or (b) hereof, “Termination Date” it shall mean deliver to the earliest Pledgee a certificate signed by a principal executive officer of (i) such Pledgor stating that the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms release of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the respective Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral is in accordance with Section 14.20 18(a) or (b). (d) The Pledgee shall have no liability whatsoever to any Secured Creditor as the result of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to any release all of Collateral subject to by it in accordance with this AgreementSection 18.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the PledgeeCollateral Agent, at the written request and sole expense of the respective such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “together with any moneys at the time held by the Collateral Agent or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). (b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Secured Party) at any time prior to the Termination Date” shall mean the earliest of , in connection with a sale or disposition permitted by (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms Section 6.01 of the Secured Hedging Agreements Indenture or is otherwise released at the direction of the requisite Holders and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) comparable provisions of the Credit Agreement Pari Passu Payment Lien Documents or is otherwise released at the direction of the requisite holders of such Pari Passu Payment Lien Obligations, and the proceeds of such sale or disposition (but subject or from such release) are applied in accordance with the terms of each of the Indenture and such Pari Passu Payment Lien Documents, as the case may be, to the extent required to be so applied, the Collateral Agent, at the written request and sole expense of such Pledgor, will duly release from the security interest created hereby (and will execute and deliver such documentation, including termination or partial release statements and the like in connection therewith) and assign, transfer and deliver to such Pledgor (without recourse and without any deferral requested representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereof, such sub-agent) and has not theretofore been released pursuant to this Agreement. (c) At any time that any Pledgor desires that Collateral be released as provided in the U.S. Borrower foregoing Section 20(a) or (b), it shall deliver to the Collateral Agent (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such Pledgor certifying that the release of the respective Collateral is permitted pursuant to the last sentence Secured Documents, including Section 20(a) or (b) hereof. (d) The Collateral Agent shall have no liability whatsoever to any other Secured Party as the result of Section 10.15(d) and the applicable provisions hereof), any release of Collateral by it in accordance with (iii) the date upon or which the Collateral Agent releases the Collateral in good faith believes to be in accordance with with) this Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement20.

Termination; Release. (a) After This Agreement and the Termination Date Liens and security interests granted hereby shall terminate when all the Obligations (as defined below), other than wholly contingent indemnification obligations) then due and owing have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement. (b) A Pledgor shall automatically be released from its obligations hereunder and the Liens on and security interests granted in the Pledged Collateral of such Pledgor under this Agreement shall terminate be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Pledgor ceases to be an Obligor. (provided c) Upon any sale or other transfer by any Pledgor of any Pledged Collateral that all indemnities set forth herein includingis permitted under the Credit Agreement to any person that is not a Pledgor, without limitationor upon the effectiveness of any written consent to the release of the Liens on and security interests granted in the Pledged Collateral of such Pledgor under this Agreement in any Pledged Collateral pursuant to Section 11.6 of the Credit Agreement, the Liens and security interests granted in Section 11 hereof such Pledged Collateral under this Agreement shall survive be automatically released. (d) In connection with any such terminationtermination or release pursuant to paragraphs (a) and through (c) above, the PledgeeAdministrative Agent shall, at the request sole cost and expense of the respective PledgorPledgors, will promptly execute and deliver to any Pledgor all documents that such Pledgor a proper instrument shall reasonably request to evidence such termination or instruments acknowledging the satisfaction and termination of this Agreementrelease, and will duly assign, transfer and deliver to such Pledgor (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Pledged Collateral to be released (in the case of a release) as may be in the possession of (or, in the Pledgee case of uncertificated securities, registered in the name of) the Administrative Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions terms hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below)Date, this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Revolving Loan Aggregate Commitment has and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no promissory note or Letter of Credit under the Credit Agreement is outstanding (other than Letters of Credit, together with all fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Issuing Bank in its sole and absolute discretion) and all Credit Document other Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined than any indemnities described in Section 10.15(d) 8.1 hereof and in Section 12.05 of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(dwhich are not then due and payable) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on Form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has and all Interest Rate Protection Agreements and Other Hedging Agreements entitled to the benefits of this Agreement have been terminated, no Note, Loan or Letter of Credit is outstanding and all Credit Document other Obligations (excluding normal continuing indemnity obligations other than indemnities described in Section 8.1 hereof and described in Section 12.13 of the Credit Agreement, and any other indemnities set forth in any other Security Documents, in each case which survive in accordance with their terms, so long as no amounts are not then due and payable in respect thereofpayable) have been indefeasibly paid in full in cash. (provided b) In the terms event that any part of the Collateral is sold in connection with a sale permitted by Section 8.02 of the Credit Agreement or is otherwise released at the direction of the Required Secured Hedging Agreements Creditors, such Collateral shall be sold or released free and clear of the Liens created by this Agreement and the other Secured Debt Agreements do not otherwise prohibit Collateral Agent, at the request and expense of such Assignor, will execute and deliver such documentation to evidence such release (including UCC-3 termination hereof)or partial release statements and the like) and will assign, transfer and deliver to such Assignor (iiwithout recourse and without any representation or warranty) such of the Collateral Release Date as defined is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent and has not theretofore been released pursuant to this Agreement. (c) In the event that all of the capital stock of one or more Assignors is sold or otherwise disposed of or liquidated in compliance with the requirements of Section 10.15(d) 8.02 of the Credit Agreement (but subject to any deferral requested or such sale or other disposition or liquidation has been approved in writing by the U.S. Borrower pursuant Required Secured Creditors), upon the consummation of such sale, disposition or liquidation such Assignor shall be released from this Agreement and this Agreement shall, as to each such Assignor or Assignors, terminate, and have no further force or effect (it being understood and agreed that the last sentence sale of one or more Persons that own, directly or indirectly, all of the capital stock or other equity interests of any Assignor shall be deemed to be a sale of such Assignor for the purposes of this Section 10.15(d10.8(c)). (d) and At any time that the applicable provisions hereofrespective Assignor desires that Collateral be released as provided in the foregoing Section 10.8(a), (iiib) the date upon which or (c), it shall deliver to the Collateral Agent releases a certificate signed by an authorized officer of such Assignor stating that the release of the respective Collateral is permitted pursuant to Section 10.8(a), (b) or (c) hereof. (e) The Collateral Agent shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it in accordance with this Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement10.8.

Termination; Release. (a) After On the Termination Date (as defined belowin the Security Agreement), but only after giving effect to the repayments to be made on such date, this Agreement and the security interest created hereby shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) ), and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to the Pledgor such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, release, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) all of the Collateral as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. (b) and to the extent required by, the provisions of the Credit Agreements, the Pledgee, at the request and expense of the Pledgor, will duly assign, release, transfer and deliver to the Pledgor (without recourse and without any representation or warranty) such of the Collateral (and releases therefor) as may be in the possession of the Pledgee is then being (or has been) so sold or released and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used . (c) At any time that the Pledgor desires that the Pledgee assign, release, transfer and deliver Collateral as provided in this AgreementSection 18(a) or (b) hereof, “Termination Date” it shall mean deliver to the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms Pledgee a certificate signed by a principal executive officer of the Secured Hedging Agreements and Pledgor stating that the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) release of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the respective Collateral Agent releases the Collateral is in accordance with Section 14.20 18(a) or (b). (d) The Pledgee shall have no liability whatsoever to any Secured Creditor as the result of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to any release all of Collateral subject to by it in accordance with this AgreementSection 18.

Termination; Release. (a) After When all the Termination Date Secured Obligations have been paid in full (as defined below)other than contingent indemnification obligations) and the Commitments of the Lenders to make any Loan under the Credit Agreement shall have expired or been sooner terminated, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the PledgeePledged Collateral shall be released from the Lien of this Agreement, all without further delivery of any instrument or further action by any party, and all rights in the Collateral shall revert to the applicable Pledgor. Upon such release, the Collateral Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be 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 Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. (b) If any of the Pledged Collateral is sold, transferred or otherwise disposed of by any Pledgor in a transaction permitted by the Credit Agreement (other than any sale, transfer or disposition to another Pledgor), then the Lien created pursuant to this Agreement in such Pledged Collateral shall be released, and the Administrative Agent, at the request and sole expense of the respective such Pledgor, will promptly shall execute and deliver to such Pledgor a proper instrument all releases or instruments acknowledging other documents reasonably necessary or desirable for the satisfaction and termination release of this Agreement, and will duly assign, transfer and deliver such Pledged Collateral from the security interests created hereby; provided that Borrower shall provide to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession Agent evidence of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance such transaction’s compliance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which as the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementshall reasonably request.

Termination; Release. (a) After On the Termination Date (as defined belowin the Security Agreement), but only after giving effect to the repayments to be made on such date, this Agreement and the security interest created hereby shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) ), and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to the Pledgor such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, release, transfer and deliver to the Pledgor (without recourse and without any representation or warranty) all of the Collateral as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. (b) In the event that all or any part of the Collateral is sold, conveyed or disposed of in connection with any form of asset disposition permitted by the Credit Agreements or otherwise released, in whole or in part, at the direction of the Required Secured Creditors and the proceeds of such asset disposition are applied in accordance with, and to the extent required by, the provisions of the Credit Agreements, the Pledgee, at the request and expense of the Pledgor, will duly assign, release, transfer and deliver to the Pledgor (without recourse and without any representation or warranty) such of the Collateral (and releases therefor) as may be in the possession of the Pledgee is then being (or has been) so sold or released and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used . (c) At any time that the Pledgor desires that the Pledgee assign, release, transfer and deliver Collateral as provided in this AgreementSection 18(a) or (b) hereof, “Termination Date” it shall mean deliver to the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms Pledgee a certificate signed by a principal executive officer of the Secured Hedging Agreements and Pledgor stating that the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) release of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the respective Collateral Agent releases the Collateral is in accordance with Section 14.20 of the Credit Agreement and 18(a) or (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementb).

Termination; Release. (a) After When all of the Termination Date (as defined below)Secured Obligations have been paid in full and the Revolving Commitments and the Swingline Commitments have expired or been sooner terminated and all Letters of Credit issued under the Credit Agreement have been terminated or Cash Collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate (provided automatically, and without any action by any party hereto, terminate. Upon termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement. Upon any sale or other transfer by any Pledgor of any Collateral that all indemnities set forth herein includingis permitted under the Credit Agreement, without limitationor upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01(b)(iii) of the Credit Agreement, the security interest in Section 11 hereof such Collateral shall survive be automatically released. Upon such release or any such termination) release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and the Pledgee, at the request sole cost and expense of the respective PledgorPledgors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in the possession of the Pledgee Administrative Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of Section 10.15(d) and such Pledged Collateral, as the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementcase may be.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest earlier of (i) the date upon which the Total Revolving Loan Commitment has and all Interest Rate Protection Agreements and Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding and all other Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), and (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, and all Credit Document Obligations no Note (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in the Credit Agreement) or Letter of Credit is outstanding (other than Letters of Credit, together with all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Letter of Credit Issuer as provided in the Credit Agreement) and all other Obligations (other than indemnities described in Section 10.15(d) 11 hereof and in Section 12.13 of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(dwhich are not then due and payable) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After On the [earlier of the Termination Date (as defined below)) and the Trigger Date (as defined below)]1 [Termination Date (as defined below)]2, this Agreement and the security interest created hereby shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the limited liability company pursuant to Section 3.2(a)(ii) hereof. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has Commitments under the Credit Agreement have been terminated and all Interest Rate Protection Agreements or Other Hedging Agreements entitled to the benefits of this Agreement have been terminated, no Note is outstanding (and all Loans have been paid in full), all Letters of Credit Document have been terminated (or cash collateralized in a manner consistent with the Credit Agreement), and all other Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided [, and “Trigger Date” shall mean the terms of date the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested Limited Liability Company Interests are transferred by the U.S. Borrower pursuant Pledgor to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this AgreementNew Holdco]3.

Termination; Release. When all the Secured Obligations have been paid in full (aother than Unasserted Contingent Obligations) After and the Termination Date (as defined below)Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate terminate. Upon termination of this Agreement or upon any sale, transfer or other disposition of Pledged Collateral or any part thereof in a transaction or series of transactions not prohibited by the provisions of the Credit Agreement (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof upon any Pledged Collateral becoming property of an Excluded Subsidiary or a Foreign Subsidiary), the Pledged Collateral (or any part thereof) shall survive automatically be released from the Lien of this Agreement and all rights to the Pledged Collateral shall revert to the Grantors. Upon such release or any such termination) sale, transfer or disposition of Pledged Collateral or any part thereof, the Collateral Agent shall, upon the request and the Pledgee, at the request sole cost and expense of the respective PledgorGrantors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (the Grantors, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in the possession of the Pledgee Collateral Agent and as has not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of Section 10.15(d) and such Pledged Collateral, as the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementcase may be.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement as provided above, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Membership Interest (other than an Uncertificated Security, Partnership Interest or Membership Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has and all Secured Interest Rate Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) Loans have been indefeasibly paid in full) and all other Obligations have been paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereofthan arising from indemnities for which no request has been made), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After This Agreement shall terminate and the Termination Date Collateral shall be automatically released from the Lien of this Agreement when the principal of and interest and premium (as defined below)if any) on the Loan, and all fees and all other expenses or amounts payable under this Agreement shall have been paid in full (other than contingent indemnification obligations for which no claim or demand has been made and that, pursuant to the provisions of this Agreement or the Security Documents, survive the termination thereof). Upon termination hereof, the security interests granted by the Security Documents shall automatically terminate (provided that and all indemnities set forth herein includingrights to the Collateral shall revert to the applicable Obligor. Upon termination hereof or any release of Collateral in accordance with the provisions of this Agreement, without limitation, in Section 11 hereof the Security Trustee shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument Obligor all releases or instruments acknowledging other documents prepared by the satisfaction Obligor and termination in form and substance reasonably satisfactory to the Security Trustee, any vessel registry or other registry, as applicable, and, upon the written request and at the sole cost and expense of this Agreementthe Obligors, take such reasonable further actions for the release of such Collateral from the security interests created thereby, and will duly assign, transfer and deliver to such Pledgor (the Obligors, against receipt and without recourse and without to or warranty of any representation kind (either express or warranty) implied), such of the Collateral to be released (in the case of a release) as may be in the possession or control of the Pledgee such Finance Party and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used the terms hereof, and, with respect to any other Collateral, with such endorsements or 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. (b) If any of the Collateral is sold, transferred or otherwise disposed of by any Obligor (other than to another Obligor) in a transaction permitted by this Agreement, “Termination Date” then the lien created pursuant to any Security Document in such Collateral shall mean be released, and the earliest Security Trustee, at the reasonable request and sole expense of such Obligor, shall promptly execute and deliver to such Obligor all releases or other documents prepared by such Obligor and in form and substance reasonably satisfactory to the Security Trustee, and, upon the written request and at the sole cost and expense of the Obligors, take such reasonable further actions for the release of such Collateral from the security interests created thereby. (ic) Notwithstanding anything contained in this Agreement or any other Loan Document to the date contrary, in no event shall the Security Trustee have any obligation to execute or authorize any document or instrument evidencing any release of Collateral or Obligor unless it shall first receive a certificate from a Responsible Officer of the applicable Obligor certifying that such execution or authorization, and the release related thereto, is authorized and permitted by the Loan Documents and all conditions precedent to such release and execution or authorization of such document or instrument evidencing such release have been satisfied, upon which certification the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this AgreementSecurity Trustee may conclusively rely without investigation or inquiry.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this This Security Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such the Lien in favor of the Collateral as may be in Agent (for the possession benefit of itself and the Pledgee other Credit Parties) and as has not theretofore been sold or otherwise applied or released pursuant all other security interests granted hereby shall terminate with respect to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of all Secured Obligations when (i) the date upon which the Total Revolving Loan Commitment has Commitments shall have expired or been terminated, (ii) the principal of and interest on each Loan and all Credit Document fees and other Secured Obligations shall have been indefeasibly paid in full in cash and (iii) all other Obligations (excluding normal continuing indemnity other than contingent indemnification obligations for which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereofclaims have not been asserted) have been indefeasibly paid in full (provided in cash pursuant to the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit Credit Agreement, provided, however, that in connection with the termination hereof)of this Security Agreement, (ii) the Collateral Release Date Agent may require such indemnities as defined in 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 and (y) any Secured Obligations that may thereafter arise under Section 10.15(d) 10.04 of the Credit Agreement (but subject other than contingent indemnification obligations for which claims have not been asserted). (b) The Collateral shall be released from the Lien of this Security Agreement in accordance with the provisions of the Credit Agreement. Upon termination hereof or any release of Collateral in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the sole reasonable cost and expense of the Grantors, assign, transfer and deliver to any deferral requested the Grantors, against receipt and without recourse to or warranty by the U.S. Borrower Collateral Agent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the last sentence 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 Section 10.15(dsuch Collateral, as the case may be. (c) and At any time that the applicable provisions hereof)respective Grantor desires that the Collateral Agent take any action described in clause (b) of this SECTION 9.5, 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 (iiia) or (b) of this SECTION 9.5. The Collateral Agent shall have no liability whatsoever to any other Credit Party as the date upon result of any release of Collateral by it as permitted (or which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (ivgood faith believes to be permitted) the date upon which the Credit Documents are amended to release all Collateral subject to by this AgreementSECTION 9.5.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will, subject to the provisions of the Intercreditor Agreement, duly release from the security interest created hereby and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee or any of its sub-agents hereunder and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this AgreementDocument Obligations Termination Date shall have occurred.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, and all Credit Document Obligations no Note (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in the Credit Agreement) or Letter of Credit is outstanding (other than Letters of Credit, together with all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) and all other Obligations (other than indemnities described in Section 10.15(d) 11 hereof and in Section 12.13 of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(dwhich are not then due and payable) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this AgreementPledgee, if any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Commitments (as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Commitment has Agreement) have been terminated, and all Credit Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements full, and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Leverage Release Date as defined in Section 10.15(d5.10(c) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this AgreementBank Facility Agreements.

Termination; Release. (a) After payment in full of the Termination Date (as defined below)Obligations and termination of the Credit Agreement, this Pledge Agreement and the security interest created hereby shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) ), and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Pledge Agreement, and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Pledge Agreement, “Termination Date” shall mean together with any moneys at the earliest time held by the Pledgee or any of its sub-agents hereunder. (ib) In the date upon which event that any part of the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided Collateral is released at the terms direction of the Secured Hedging Agreements Creditors and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) proceeds of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral such sale or sales or from such release are applied in accordance with Section 14.20 9, to the extent required to be so applied, the Pledgee, at the request and expense of the Credit Agreement Pledgor, will duly assign, transfer and deliver to the Pledgor (ivwithout recourse and without any representation or warranty) such of the date upon which the Credit Documents are amended to release all Collateral subject (and releases therefor) as is then being (or has been) so sold or released and has not theretofore been released pursuant to this Pledge Agreement. (c) At any time that the Pledgor desires that the Pledgee assign, transfer and deliver Collateral (and releases therefor) as provided in Section 18(a) or (b) hereof, it shall deliver to the Pledgee a certificate signed by a principal executive officer of the Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 18(a) or (b). (d) The Pledgee shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it in accordance with this Section 18.

Termination; Release. (a1) After the Termination Date (as defined below)Date, this Agreement shall terminate terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Obligor (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof 9.1 hereof, shall survive any such termination) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorObligor, will promptly execute and deliver to such Pledgor the Obligor a proper instrument or instruments (including PPSA discharge statements) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor the Obligor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee Collateral Agent or any of its sub agents hereunder and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “. (2) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party) (x) at any time prior to the Termination Date” shall mean , in connection with a sale or disposition permitted by Section 10.02 of the earliest Credit Agreement or is otherwise released at the direction of the Required Lenders (ior all the Lenders if required by Section 13.12 of the Credit Agreement), or (y) at any time thereafter, to the date upon which extent permitted by the Total Revolving Loan Commitment has been terminatedOther Credit Documents, and all Credit Document Obligations in the case of clauses (excluding normal continuing indemnity obligations which survive x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements Credit Agreement or other Credit Document, as the case maybe, to the extent required to be so applied, the Collateral Agent, at the request and expense of the Obligor, will duly release from the Security Interest created hereby (and will execute and deliver such documentation, including termination or partial release statements and the other Secured Debt Agreements do not otherwise prohibit like in connection therewith) and assign, transfer and deliver to the termination hereof), Obligor (iiwithout recourse and without any representation or warranty) such of the Collateral Release Date as defined is then being (or has been) so sold or otherwise disposed of, or released, and as may be in Section 10.15(d) the possession of the Credit Agreement Collateral Agent and has not theretofore been released pursuant to this Agreement. (but subject 3) At any time that the Obligor desires that the Collateral Agent take any action to acknowledge or give effect to any deferral requested by the U.S. Borrower release of Collateral pursuant to the last sentence of foregoing Section 10.15(d10.9(1) and the applicable provisions hereofor (2), the Obligor shall deliver to the Collateral Agent a certificate signed by a Responsible Officer of the Obligor stating that the release of the respective Collateral is permitted pursuant to such Section 10.9(1) or (iii2). (4) The Collateral Agent shall have no liability whatsoever to any other Secured Creditor as the date upon result of any release of Collateral by it in accordance with (or which the Collateral Agent releases the Collateral believes to be in accordance with with) this Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement10.9.

Termination; Release. (a) After When (i) the Termination Date Credit Agreement has terminated pursuant to its express terms and (ii) all of the Secured Obligations have been indefeasibly paid and performed in full (or with respect to any outstanding Letters of Credit, a cash deposit has been delivered to the Administrative Agent as defined below)required by the Credit Agreement) other than contingent indemnification obligations as to which no claim has been made and no commitments of the Administrative Agent or the other Secured Parties which would give rise to any Secured Obligations are outstanding, this Agreement shall terminate and the Collateral shall be automatically and without further action released from the Liens in favor of the Administrative Agent and the other Secured Parties created hereby, and all obligations (provided that other than those expressly stated to survive such termination) of each Pledgor to the Administrative Agent or any other Secured Party hereunder shall terminate, all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive delivery of any instrument or performance of any act by any party. At the sole expense of any Pledgor following any such termination, the Administrative Agent shall deliver such documents as such Pledgor shall reasonably request to evidence such release and termination. (b) If any of the Collateral shall be (i) sold, transferred or otherwise disposed of by any Pledgor in a sale, transfer or other disposition permitted by the Credit Agreement, other than with respect to a sale, transfer or other disposition to another Pledgor, or (ii) be or become an Excluded Asset pursuant to a transaction not prohibited by the Credit Agreement, then, in each case such Collateral shall be automatically and without further action released from the Pledgeesecurity interests created by this Agreement. If a Pledgor is disposed of pursuant to a transaction permitted by the Credit Agreement or is otherwise released from its guarantee pursuant to (and to the extent permitted by) the Credit Agreement, such Pledgor shall be automatically and without further action released from its obligations under this Agreement. In either case, the Administrative Agent, at the request and sole expense of the respective such Pledgor, will promptly shall execute and deliver to such Pledgor a proper instrument all releases or instruments acknowledging other documents reasonably necessary or desirable for the satisfaction termination and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such release of the Liens created hereby on Collateral of such Pledgor, or such Pledgor, as may applicable, subject to, if reasonably requested by the Administrative Agent, the Administrative Agent’s receipt of an Officers’ Certificate from the Company stating that such transaction is in compliance with the Credit Agreement. (c) The Liens securing the Secured Obligations with respect to Non-ABL Priority Collateral shall be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released when required pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and ABL Intercreditor Agreement, following the other Secured Debt Agreements do not otherwise prohibit request of the termination hereof)applicable party or parties thereto, (ii) the Collateral Release Date as defined in accordance with Section 10.15(d9.02(c) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. When all the Obligations have been paid in full (aother than (A) After the Termination Date contingent indemnification obligations that are not yet due and payable and (as defined below)B) obligations and liabilities under Secured Cash Management Agreements, this Agreement shall terminate (provided that all indemnities set forth herein includingSecured Foreign Line of Credit Agreements, without limitation, in Section 11 hereof shall survive any such terminationSecured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) and the PledgeeCommitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Mortgage shall terminate. Upon termination of this Mortgage the Mortgaged Property shall be released from the Lien and security interest of this Mortgage. Upon such release or any release of the Mortgaged Property or any portion thereof in accordance with the provisions of the Credit Agreement, the Mortgagee shall, upon the request and at the request sole cost and expense of the respective PledgorMortgagor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (the Mortgagor, against receipt and without recourse and without any representation to or warranty) warranty by the Mortgagee, such of the Collateral Mortgaged Property to be released (in the case of a release) as may be in the possession of the Pledgee Mortgagee and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreementthe terms hereof, and, with respect to any other Mortgaged Property, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Mortgaged Property, as the case may be. As used The Mortgagee is hereby expressly authorized to, and agrees upon request of the Borrower it will, release or, in this the case of Section 9.10 of the Credit Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive subordinate any Mortgaged Property in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements Loan Documents and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) 9.10 of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After This Security Agreement, the Termination Date Lien in favor of the Collateral Agent (for the benefit of itself and the other Credit Parties) and all other security interests granted hereby (1) shall terminate with respect to all Secured Obligations when (i) the Commitments shall have expired or been terminated, (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 (as defined below)in the Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, this Agreement shall terminate (provided that all indemnities set forth herein includingB) been Cash Collateralized to the extent required by the Credit Agreement, without limitation, or (C) been supported by another letter of credit in Section 11 hereof shall survive any such termination) a manner reasonably satisfactory to the L/C Issuer and the PledgeeAdministrative Agent, and (iv) all L/C Obligations have been paid in full; provided, however, that in connection with the termination of this Security Agreement, 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 Secured Obligations that may subsequently be reversed or revoked, and (y) any obligations that may thereafter arise with respect to the Other Liabilities, and (2) shall continue to be effective or be reinstated, as the case may be, 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 the Grantors upon the bankruptcy or reorganization of any Loan Party or otherwise. (b) The Collateral shall be released from the Lien of this Security Agreement in accordance with the provisions of the Credit Agreement (which release shall be automatic in the case of any sale, transfer or disposition permitted under Section 7.05 of the Credit Agreement). Upon termination hereof or any release of Collateral in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the request sole cost and expense of the respective PledgorGrantors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (the Grantors, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) as may be in the possession of the Pledgee Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence 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 Section 10.15(dsuch Collateral, as the case may be. (c) and At any time that the applicable provisions hereof)respective Grantor desires that the Collateral Agent take any action described in clause (b) of this SECTION 9.5, such Grantor shall, upon reasonable 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 (iiia) or (b) of this SECTION 9.5. The Collateral Agent shall have no liability whatsoever to any other Credit Party as the date upon result of any release of Collateral by it as permitted (or which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (ivgood faith believes to be permitted) the date upon which the Credit Documents are amended to release all Collateral subject to by this AgreementSECTION 9.5.

Termination; Release. (a) After the Termination Date (as defined below)termination of the Total Commitment and all Secured Interest Rate Agreements, when no Note or Letter of Credit is outstanding and when all Loans and other Obligations have been paid in full, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination) ), and the PledgeeCollateral Agent, at the request and expense of the respective Pledgorrelevant Assignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of . (ib) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so So long as no amounts are then due and payable Default or Event of Default is in respect thereofexistence or would exist after the application of proceeds as provided below, the Collateral Agent shall, at the request of the relevant Assignor, release any or all of the Collateral, provided that (x) have been indefeasibly paid in full (provided such release is permitted by the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested it being agreed for such purposes that a release will be deemed "permitted by the U.S. Borrower terms of the Credit Agreement" if the proposed transaction constitutes an exception to Section 8.02 of the Credit Agreement) or otherwise has been approved in writing by the Required Lenders and (y) the proceeds of such Collateral are applied as required pursuant to the last sentence of Section 10.15(dCredit Agreement or any consent or waiver with respect thereto. (c) and At any time that the applicable provisions hereof), (iii) the date upon which relevant Assignor desires that the Collateral Agent releases take any action to give effect to any release of Collateral pursuant to the foregoing Section 10.9(a) or (b), it shall deliver to the Collateral in accordance with Section 14.20 Agent a certificate signed by an authorized officer stating that the release of the Credit Agreement respective Collateral is permitted pursuant to Section 10.9(a) or (b). In the event that any part of the Collateral is released as provided in the preceding paragraph (b), the Collateral Agent, at the request and expense of such Assignor, will duly release such Collateral and assign, transfer and deliver to such Assignor or its designee (ivwithout recourse and without any representation or warranty) such of the date upon which Collateral as is then being (or has been) so sold and as may be in the Credit Documents are amended to release all possession of the Collateral subject Agent and has not theretofore been released pursuant to this Agreement. The Collateral Agent shall have no liability whatsoever to any Secured Creditor as the result of any release of Collateral by it as permitted by this Section 10.

Termination; Release. When all the Secured Obligations have been paid in full (aother than contingent obligations that have not matured) After and the Termination Date (as defined below)Commitments of the Lenders to make any Loan under the Credit Agreement shall have expired or been sooner terminated, this Agreement shall terminate (provided terminate. Upon termination of this Agreement the Pledged Collateral shall be automatically released from the Lien of this Agreement. In addition, the Pledged Collateral shall be released in accordance with the provisions of the Intercreditor Agreement. Upon the sale or disposition of any Pledged Collateral pursuant to a transaction permitted under the Credit Agreement to a person that all indemnities set forth herein includingis not a Pledgor hereunder, without limitationsuch Pledged Collateral shall be automatically released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, in Section 11 hereof shall survive any such termination) the Collateral Agent shall, upon the request and the Pledgee, at the request sole cost and expense of the respective PledgorPledgors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in the possession of the Pledgee Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of Section 10.15(d) and such Pledged Collateral, as the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementcase may be.

Termination; Release. (a) After the Termination Date (as defined below), this This Agreement shall terminate and the Pledged Collateral shall be released from the Lien of this Agreement when the Commitments have been terminated and the principal of and interest and premium (provided that if any) on each Loan, all indemnities set forth herein includingFees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification obligations that, without limitationpursuant to the provisions of the Credit Agreement of the Security Documents, in Section 11 hereof shall survive any such terminationthe termination thereof) and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full. Upon termination hereof, the Pledgeesecurity interests granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the applicable Pledgor or to such other person as may be entitled thereto pursuant to any Order or other applicable Legal Requirement. Upon termination hereof or any release of Pledged Collateral in accordance with the provisions of the Credit Agreement, the Collateral Agent shall promptly (and in any event within 10 Business Days), upon the written request and at the request sole cost and expense of the respective PledgorPledgors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (the Pledgors, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent except that the Collateral Agent has not assigned or otherwise transferred its security interest in the Pledged Collateral, such of the Pledged Collateral to be released (in the case of a release) as may be in the possession or control of the Pledgee Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence terms hereof, and, with respect to any other Pledged Collateral, with such endorsements or proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of Section 10.15(d) and such Pledged Collateral, as the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementcase may be.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 13 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee or any of its sub-agents hereunder and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used , together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security issued by a Subsidiary of the Company (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). (b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Loan Party) at any time prior to the Termination Date, in this connection with a sale or disposition permitted by Section 7.05 of the Credit Agreement, “Termination Date” shall mean or is otherwise released pursuant to the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminatedCredit Agreement, and all Credit Document Obligations the proceeds of such sale or disposition (excluding normal continuing indemnity obligations which survive or from such release) are applied in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements Credit Agreement to the extent required to be so applied, the Pledgee, at the request and expense of such Pledgor, will duly release from the security interest created hereby (and will execute and deliver such documentation, including termination or partial release statements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof)like in connection therewith) and assign, transfer and deliver to such Pledgor (iiwithout recourse and without any representation or warranty) such of the Collateral Release Date as defined is then being (or has been) so sold or otherwise disposed of, or released, and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 10.15(d4 hereof, such sub-agent) and has not theretofore been released pursuant to this Agreement. Furthermore, upon the release of any U.S. Guarantor from the U.S. Guaranty in accordance with the provisions thereof, such Pledgor (and the Collateral at such time assigned or pledged by the respective Pledgor pursuant hereto) shall be released from this Agreement. In the case of any such sale or disposition of any property constituting Collateral in a transaction permitted pursuant to Section 7.05 of the Credit Agreement, the Liens created by this Agreement on such Collateral shall be automatically released without need for further action by any Person. (but subject c) At any time that any Pledgor desires that the Pledgee deliver any release or such other documentation as provided in the foregoing Section 22(a) or (b), such Pledgor shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by a Responsible Officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 22(a) or (b) hereof. At any deferral requested by time that the Company or the respective Pledgor desires that a U.S. Guarantor which has been released from the U.S. Borrower pursuant to Guaranty be released hereunder as provided in the last penultimate sentence of Section 10.15(d) 22(b), it shall deliver to the Pledgee a certificate signed by a Responsible Officer of the Company and the applicable provisions hereofrespective Pledgor stating that the release of the respective Pledgor (and its Collateral) is permitted pursuant to such Section 22(b). (d) The Pledgee shall have no liability whatsoever to any other Secured Party as the result of any release of Collateral by it in accordance with, (iii) the date upon or which the Collateral Agent releases the Collateral Pledgee in good faith believes to be in accordance with with, this Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement22.

Termination; Release. (a) After When all the Termination Date (as defined below)Secured Obligations have been paid in full, this Agreement shall terminate and the Pledged Collateral shall be automatically and without further action released from the Liens in favor of the Collateral Agent and the other Secured Parties created hereby, and all obligations (provided that other than those expressly stated to survive such termination) of each Pledgor to the Collateral Agent or any other Secured Party hereunder shall terminate, all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive delivery of any instrument or performance of any act by any party. At the sole expense of any Pledgor following any such termination, the Collateral Agent shall deliver such documents as such Pledgor shall reasonably request to evidence such release and termination. (b) If any of the Collateral shall (i) be sold, transferred or otherwise disposed of by any Pledgor in a sale, transfer or other disposition permitted by the Indenture and each Other Second-Priority Agreement, other than with respect to a sale, transfer or other disposition to another Pledgor, or (ii) be or become an Excluded Asset pursuant to a transaction not prohibited by the PledgeeIndenture and each other Second-Priority Obligations Document, then, in each case such Collateral shall be automatically and without further action released from the security interests created by this Agreement. If a Pledgor is disposed of pursuant to a transaction permitted by the Indenture and each Other Second-Priority Agreement or is otherwise released from its guarantee pursuant to (and to the extent permitted by) the Indenture and each Other Second-Priority Agreement, such Pledgor shall be automatically and without further action released from its obligations under this Agreement. In either case, the Collateral Agent, at the request and sole expense of the respective such Pledgor, will promptly shall execute and deliver to such Pledgor a proper instrument all releases or instruments acknowledging other documents reasonably necessary or desirable for the satisfaction termination and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such release of the Liens created hereby on Collateral of such Pledgor, or such Pledgor, as may applicable, subject to, if reasonably requested by the Collateral Agent, the Collateral Agent’s receipt of an Officers’ Certificate from the Issuer stating that such transaction is in compliance with the Indenture and each Other Second-Priority Agreement. (c) The Liens securing the Secured Obligations in respect of the Notes will be released or subordinated, in whole or in part, as provided in Section 1504 of the Indenture. (d) The Liens securing Other Second-Priority Obligations of any series will be released or subordinated, in whole or in part, as provided in the possession of Other Second-Priority Agreement governing such obligations. (e) The Liens securing the Pledgee and as has not theretofore been sold or otherwise applied or Secured Obligations shall be released when required pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and ABL Intercreditor Agreement or the other Secured Debt Agreements do not otherwise prohibit First Lien/Junior Lien Intercreditor Agreement, following the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) request of the Credit Agreement (but applicable party or parties thereto, subject to any deferral to, if reasonably requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof)Collateral Agent, (iii) the date upon which the Collateral Agent releases Agent’s receipt of an Officer’s Certificate from the Collateral Issuer stating that such release is in compliance with the Indenture, each Other Second-Priority Agreement and in accordance with Section 14.20 the terms of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this applicable Intercreditor Agreement.

Termination; Release. When all the Secured Obligations have been paid in full (aother than contingent obligations that have not matured) After and the Termination Date (as defined below)Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate (provided terminate. Upon termination of this Agreement the Pledged Collateral shall be automatically released from the Lien of this Agreement. Upon the sale or disposition of any Pledged Collateral pursuant to a transaction permitted under the Credit Agreement to a person that all indemnities set forth herein includingis not a Pledgor hereunder, without limitationsuch Pledged Collateral shall be automatically released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, in Section 11 hereof shall survive any such termination) the Collateral Agent shall, upon the request and the Pledgee, at the request sole cost and expense of the respective PledgorPledgors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in the possession of the Pledgee Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of Section 10.15(d) and such Pledged Collateral, as the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementcase may be.

Termination; Release. Upon termination of the Commitments and payment in full of all Credit Party Obligations (aother than (x) After contingent indemnification obligations and (y) Bank Product Debt) and the Termination Date expiration or termination of all Letters of Credit (as defined belowother than Letters of Credit that have been Cash Collateralized in accordance with the Credit Agreement), this Agreement shall terminate automatically terminate. Upon termination of this Agreement the Pledged Collateral shall be released automatically from the Lien of this Agreement with further action required by any Person. The Security Interest and any Liens granted herein to the Administrative Agent in the Pledged Collateral of any Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by and in accordance with the terms of the Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Guarantor. Upon any Disposition by any Pledgor of any Pledged Collateral that is permitted under and in accordance with the terms of the Credit Agreement (provided that all indemnities set forth herein includingother than a sale or transfer to another Credit Party), without limitationor upon the effectiveness of any written consent to the release of the security interest granted hereby in any Pledged Collateral pursuant to Section 9.1 of the Credit Agreement, the security interest in Section 11 hereof such Pledged Collateral shall survive be automatically released. Upon such release or any such termination) release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and the Pledgee, at the request sole cost and expense of the respective PledgorPledgors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Administrative Agent, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in the possession of the Pledgee Administrative Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments acknowledging the termination hereof or the release of Section 10.15(d) and such Pledged Collateral, as the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementcase may be.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will, subject to the provisions of the Intercreditor Agreement, duly release from the security interest created hereby and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee or any of its sub-agents hereunder and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the earliest of date upon which (i) the date upon which the Total Revolving Loan Commitment has been terminated, TL Obligations Termination Date shall have occurred and (ii) all Intermediate Holdco Credit Document Obligations (excluding normal continuing indemnity obligations other than those arising from indemnities for which survive in accordance with their terms, so long as no amounts are claim has been made) then due and payable in respect thereof) owing have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After This Security Agreement, the Termination Date Lien in favor of the Collateral Agent (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, (ii) the principal of and interest on each Loan and all fees and other Secured Obligations shall have been indefeasibly paid in full in cash, other than such obligations that by their terms continue after the termination of the Credit Agreement, (iii) all Letters of Credit (as defined below)in the Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, this Agreement shall terminate (provided that all indemnities set forth herein includingB) been Cash Collateralized to the extent required by the Credit Agreement, without limitation, or (C) been supported by another letter of credit in Section 11 hereof shall survive any such termination) a manner reasonably satisfactory to the L/C Issuer and the PledgeeAdministrative Agent, and (iv) all Unreimbursed Amounts shall have been indefeasibly paid in full in cash, provided, however, that in connection with the termination of this Security Agreement, 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 Secured Obligations that may subsequently be reversed or revoked, (y) any obligations that may thereafter arise with respect to the Other Liabilities, and (z) any Secured Obligations that may thereafter arise under Section 10.04 of the Credit Agreement. (b) The Collateral shall be released from the Lien of this Security Agreement in accordance with the provisions of the Credit Agreement. Upon termination hereof or any release of Collateral in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the request sole cost and expense of the respective PledgorGrantors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (the Grantors, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) as may be in the possession of the Pledgee Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence 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 Section 10.15(dsuch Collateral, as the case may be. (c) and At any time that the applicable provisions hereof)respective Grantor desires that the Collateral Agent take any action described in clause (b) of this SECTION 8.5, 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 (iiia) or (b) of this SECTION 8.5. The Collateral Agent shall have no liability whatsoever to any other Credit Party as the date upon result of any release of Collateral by it as permitted (or which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (ivgood faith believes to be permitted) the date upon which the Credit Documents are amended to release all Collateral subject to by this AgreementSECTION 8.5.

Termination; Release. (a) After This Agreement, the Termination Date (as defined below)Guarantees, this Agreement and the security interests granted hereby shall terminate (provided that when all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Secured Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided in cash, or if applicable, the terms of the Secured Hedging Agreements Guaranteed Obligations have been fulfilled, and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of Lenders have no further commitment to lend under the Credit Agreement (but subject Agreement, the Letter of Credit Liability has been reduced to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) zero and the applicable provisions hereof), Issuing Lender has no further obligations to issue Letters of Credit under the Credit Agreement. (iiib) the date upon which the Collateral Agent releases the Collateral in accordance with A Pledgor shall automatically be released from its obligations hereunder and under Section 14.20 6 of the Credit Agreement and (iv) the date security interests in the Pledged Collateral owned or held by such Pledgor shall be automatically released upon which the consummation of any transaction permitted by the Credit Documents are amended Agreement as a result of which such Pledgor ceases to be a Subsidiary of the Borrower; provided that the Creditors shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Pledgor of any Pledged Collateral that is permitted under the Credit Agreement to any Person that is not Parent or a Subsidiary or, upon the effectiveness of any written consent to the release all of the security interest granted hereby in any Pledged Collateral subject pursuant to Section 12.04 of the Credit Agreement, the security interest in such Pledged Collateral granted hereunder shall be automatically released. (d) In connection with any termination or release pursuant to this AgreementSection 21, the Administrative Agent shall execute and deliver to the applicable Pledgor, at such Pledgor's expense, all documents that such Pledgor shall reasonably request to evidence such termination or release.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such terminationsurvive) and the PledgeeCollateral Agent, at the request and expense of the respective Pledgor, will promptly execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the its Collateral as may be in the possession of the Pledgee Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Revolving Loans, the Reimbursement Obligations and the other Obligations under the Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) Documents shall have been indefeasibly paid in full full, the Commitments have been terminated and no Letters of Credit shall be outstanding. (provided b) In the event that any part of the Collateral is sold in connection with a sale permitted by the Credit Agreement or this Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 11.1 of the Credit Agreement) and the proceeds of such sale or sales or from such release are applied in accordance with the terms of the Secured Hedging Agreements Credit Agreement, such Collateral will be sold free and clear of the Liens created by this Agreement and the other Secured Debt Agreements do not otherwise prohibit Collateral Agent, at the termination hereof)request and expense of the Pledgor, will duly assign, transfer and deliver to the Pledgor (iiwithout recourse and without any representation or warranty) such of the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement Pledgor as is then being (but subject to any deferral requested by or has been) so sold or released and as may be in the U.S. Borrower pursuant to the last sentence possession of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject has not theretofore been released pursuant to this Agreement. (c) At any time that the Pledgor desires that Collateral be released as provided in the foregoing Section 15(a) or (b), it shall deliver to the Collateral Agent a certificate signed by its chief financial officer or another authorized senior officer stating that the release of the respective Collateral is permitted pursuant to Section 15(a) or (b). If requested by the Collateral Agent (although the Collateral Agent shall have no obligation to make any such request), the Pledgor shall furnish appropriate legal opinions (from counsel, which may be in-house counsel, acceptable to the Collateral Agent) to the effect set forth in the immediately preceding sentence. The Collateral Agent shall have no liability whatsoever to any Secured Creditor as the result of any release of Collateral by it as permitted by this Section 15.

Termination; Release. (a) After it is expressly acknowledged and agreed that the Termination Date Liens and security interests granted under this Agreement for the benefit of the Senior Creditor (i) with respect to all or any portion of the Collateral, may be released in writing at any time by the Senior Creditor hereunder, and (ii) with respect to all or any portion of the Collateral, shall be released on the date on which Senior Note has terminated and all Senior Obligations have been paid in full (the "SENIOR LIEN TERMINATION DATE"). Upon any release of the type described in the immediately preceding sentence, the Pledgee shall, at the request and expense of the Pledgor, release the Collateral being released and execute and deliver to the Pledgor a proper instrument or instruments acknowledging the release of such Collateral from this Agreement, and will duly assign, transfer and deliver to the Pledgor (without recourse and without any representation or warranty) the Collateral being released as defined below)described above. (b) Following the date on which all Obligations have been paid in full and all Financing Documents shall have terminated, this Agreement shall terminate (provided that all indemnities set forth herein includingterminate, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean together with any moneys at the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested time held by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this AgreementPledgee hereunder.

Termination; Release. When all the Secured Obligations have been paid in full (a) After other than contingent indemnification obligations for which no claim or demand has been made and that, pursuant to the Termination Date (as defined belowprovisions of the Indenture or the Security Documents, survive the termination thereof), this Agreement shall terminate. Upon termination hereof, the security interests granted hereby shall terminate (provided that and all indemnities set forth herein includingrights to the Pledged Collateral shall revert to the applicable Pledgor or to such other person as may be entitled thereto pursuant to any Order or other applicable Legal Requirement. Upon termination hereof or any release of Pledged Collateral in accordance with the provisions of the Indenture, without limitationthe Collateral Agent shall promptly, in Section 11 hereof shall survive any such termination) upon the written request and the Pledgee, at the request sole cost and expense of the respective PledgorPledgors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (the Pledgors, against receipt and without recourse and without to or warranty of any representation kind (either express or warrantyimplied) by the Collateral Agent (except that the Collateral Agent has not assigned or otherwise transferred its security interest in the Pledged Collateral), such of the Pledged Collateral to be released (in the case of a release) as may be in the possession or control of the Pledgee Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence terms hereof, and, with respect to any other Pledged Collateral, with such endorsements or proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of Section 10.15(dsuch Pledged Collateral, as the case may be. Without limiting the foregoing, the Liens securing the obligations under the Indenture (including, without limitation, the Note Obligations) and the applicable provisions hereof)will be released, (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 whole or in part, as provided in Article 14 of the Credit Indenture (including, without limitation, Sections 14.04 and 14.10 thereof). The Liens securing Permitted Additional Pari Passu Obligations of any series will be released, in whole or in part, as provided in Additional Pari Passu Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementgoverning such obligations.

Termination; Release. When all the Obligations and all other Secured Obligations then due and outstanding (aother than, in each case, amounts in respect of indemnification, expense reimbursement, tax gross-up or yield protection for which no claim has been made) After have been paid in full and the Termination Date (as defined below)Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate terminate. Upon the sale, transfer or other disposition of any Pledged Collateral permitted under the Credit Agreement (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive other than any such termination) sale, transfer or disposition to a Loan Party), the Lien on such Pledged Collateral shall automatically be released. Upon any Pledgor ceasing to be a Subsidiary of Parent pursuant to a transaction permitted pursuant to the Credit Agreement, the Lien on all Pledged Collateral of such Pledgor shall be released and such Pledgor shall cease to be a Pledgor, and shall cease to have any further obligations, hereunder. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the Pledgeeprovisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the request sole cost and expense of the respective PledgorPledgors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in the possession of the Pledgee Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of Section 10.15(d) and such Pledged Collateral, as the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementcase may be.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 13 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee or any of its sub-agents hereunder and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used , together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security issued by a Subsidiary of the Company (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). (b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Loan Party) at any time prior to the Termination Date, in this connection with a sale or disposition permitted by Section 7.05 of the Credit Agreement, “Termination Date” shall mean or is otherwise released pursuant to the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminatedCredit Agreement, and all Credit Document Obligations the proceeds of such sale or disposition (excluding normal continuing indemnity obligations which survive or from such release) are applied in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements Credit Agreement to the extent required to be so applied, the Pledgee, at the request and expense of such Pledgor, will duly release from the security interest created hereby (and will execute and deliver such documentation, including termination or partial release statements and the other Secured Debt Agreements do like in connection therewith) and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or otherwise disposed of, or released, and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereof, such sub-agent) and has not otherwise prohibit the termination hereof)theretofore been released pursuant to this Agreement. Furthermore, (iix) upon the release of any GuarantorPledgor from the Guaranty (in its capacity as Guarantor thereunder) in accordance with the provisions thereof or (y) such Pledgor shall be entitled to release pursuant to Section 34, in each case, such Pledgor (and the Collateral Release Date as defined at such time assigned or pledged by the respective Pledgor pursuant hereto) shall be released from this Agreement. In the case of any such sale or disposition of any property constituting Collateral in a transaction permitted pursuant to Section 10.15(d) 7.05 of the Credit Agreement, the Liens created by this Agreement on such Collateral shall be automatically released without need for further action by any Person. (but subject c) At any time that any Pledgor desires that the Pledgee deliver any release or such other documentation as provided in the foregoing Section 22(a) or (b), such Pledgor shall deliver to any deferral requested by the U.S. Borrower Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by a Responsible Officer of such Pledgor stating that the last release of the respective Collateral is permitted pursuant to Section 22(a) or (b) hereof. At any time that the Company or the respective Pledgor desires that a GuarantorPledgor which has been released from the Guaranty (in its capacity as Guarantor thereunder) be released hereunder as provided in the penultimate sentence of Section 10.15(d) 22(b), it shall deliver to the Pledgee a certificate signed by a Responsible Officer of the Company and the applicable provisions hereofrespective Pledgor stating that the release of the respective Pledgor (and its Collateral) is permitted pursuant to such Section 22(b). (d) The Pledgee shall have no liability whatsoever to any other Secured Party as the result of any release of Collateral by it in accordance with, (iii) the date upon or which the Collateral Agent releases the Collateral Pledgee in good faith believes to be in accordance with with, this Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement22.

Termination; Release. (a) After When all the Termination Date (as defined below)Secured Obligations have been paid in full and the Commitments of the Lenders to make any Loan under the Credit Agreement shall have expired or been sooner terminated, this Agreement shall terminate terminate. Upon termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (provided in the case of a release) as may be 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 Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. (b) Notwithstanding the foregoing and subject to the terms of the Intercreditor Agreement, if any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor to a Person that all indemnities set forth herein includingis not a Grantor in a transaction permitted by the Credit Agreement, without limitation, in Section 11 hereof shall survive any such termination) and then the PledgeeCollateral Agent, at the request and sole expense of the respective Pledgorsuch Grantor, will shall promptly execute and deliver to such Pledgor a proper instrument Grantor all releases or instruments acknowledging other documents reasonably necessary for the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such release of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this AgreementLiens created hereby on such Collateral.

Termination; Release. (a) After This Agreement shall terminate and the Termination Date Collateral shall be automatically released from the Lien of this Agreement when the Facility Agent notifies the Borrowers that the principal of and interest and premium (as defined below)if any) on the Loan, all fees and all other expenses or amounts payable under this Agreement shall have been paid in full (other than contingent indemnification obligations for which no claim or demand has been made and that, pursuant to the provisions of this Agreement or the Security Documents, survive the termination thereof). Upon termination hereof, the security interests granted by the Security Documents shall automatically terminate (provided that and all indemnities set forth herein includingrights to the Collateral shall revert to the applicable Credit Party. Upon termination hereof or any release of Collateral in accordance with the provisions of this Agreement, without limitation, in Section 11 hereof the applicable Creditor shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument Credit Party all releases or instruments acknowledging other documents reasonably necessary and in form reasonably satisfactory to the satisfaction and termination of this AgreementCredit Party, any vessel registry or other registry, as applicable, and will duly take such reasonable further actions for the release of such Collateral from the security interests created thereby, upon the written request and at the sole cost and expense of the Credit Parties, assign, transfer and deliver to such Pledgor (the Credit Parties, against receipt and without recourse and without to or warranty of any representation kind (either express or warrantyimplied) by such Creditor (except that such Creditor has not assigned or otherwise transferred its security interest in the Collateral), such of the Collateral to be released (in the case of a release) as may be in the possession or control of the Pledgee such Creditor and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used the terms hereof, and, with respect to any other Collateral, with such endorsements or 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. (b) If any of the Collateral is sold, transferred or otherwise disposed of by any Credit Party (other than to another Credit Party) in a transaction permitted by this Agreement, “Termination Date” shall mean then the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject lien created pursuant to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) Security Document in such Collateral shall be released, and the applicable provisions hereof)Creditor, at the request and sole expense of such Credit Party, shall promptly execute and deliver to such Credit Party all releases or other documents reasonably necessary and in form reasonably satisfactory to the Credit Party and take such reasonable further actions for the release of such Collateral from the security interests created thereby, provided that the applicable Credit Party shall have delivered to such Creditor, at least five (iii5) Banking Days (or such shorter period of time acceptable to such Creditor) prior to the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the proposed release, a certificate of a Responsible Officer of such Credit Party with request for release identifying the relevant Collateral and certifying that such transaction is in compliance with this Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this AgreementSecurity Documents.

Termination; Release. (a) After the Termination Date (termination of the Total Commitments, or at such time as defined below)no Note is outstanding and all Loans and other Obligations have been paid in full, this Agreement shall terminate (provided that all indemnities set forth herein includingterminate, without limitation, in Section 11 hereof shall survive any such termination) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor the Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor the Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of . (ib) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so So long as no amounts are then due and payable payment default on any of the Obligations is in respect thereofexistence or would exist after the application of proceeds as provided below, the Collateral Agent shall, at the request of the Assignor, release any or all of the Collateral, provided that (x) have been indefeasibly paid in full (provided such release is permitted by the terms of the Secured Hedging Agreements Credit Agreement or otherwise has been approved in writing by the Required Lenders and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (iiy) the proceeds of such Collateral Release Date are applied as defined in Section 10.15(d) of required pursuant to the Credit Agreement or any consent or waiver with respect thereto. (but subject c) At any time that the Assignor desires that the Collateral Agent take any action to give effect to any deferral requested by the U.S. Borrower release of Collateral pursuant to the last sentence of foregoing Section 10.15(d10.10(a) and the applicable provisions hereofor (b), (iii) the date upon which it shall deliver to the Collateral Agent releases a certificate signed by an authorized officer stating that the release of the respective Collateral is permitted pursuant to Section 10.10(a) or (b). In the event that any part of the Collateral is released as provided in accordance with Section 14.20 the preceding paragraph (b), the Collateral Agent, at the request and expense of the Credit Agreement Assignor, will duly assign, transfer and deliver to the Assignor or its designee (ivwithout recourse and without any representation or warranty) such of the date upon which Collateral as is then being (or has been) so sold and as may be in the Credit Documents are amended to release all possession of the Collateral subject Agent and has not theretofore been released pursuant to this Agreement. The Collateral Agent shall have no liability whatsoever to any Secured Creditor as the result of any release of Collateral by it as permitted by this Section 10.

Termination; Release. (a) After Immediately after the Termination Date (as defined below)-------------------- Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note or Letter of Credit is outstanding (other than Letters of Credit, together with all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) and all Credit Document other Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined than any indemnities described in Section 10.15(d) 8.1 hereof and in Section 12.13 of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(dwhich are not then due and payable) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement and the security interests created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof 10 of this Agreement shall survive any such termination) ), and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any monies at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment Lender's commitment to lend under the Credit Agreement has been terminated, all Loans thereunder have been repaid in full and all other Obligations have been paid in full. (b) In the event that any part of the Collateral is sold in connection with a sale permitted by the Credit Document Obligations Documents (excluding normal continuing indemnity obligations which survive other than a sale to the Pledgor or any Subsidiary thereof) or is otherwise released with the consent of the Lender and the proceeds of such sale or sales or from such release are applied in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) provisions of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant Agreement, to the last sentence extent required to be so applied, the Pledgee, at the request and expense of Section 10.15(dthe Pledgor, will duly assign, transfer and deliver to the Pledgor (without recourse and without any representation or warranty) and the applicable provisions hereof), (iii) the date upon which such of the Collateral Agent (and releases the Collateral in accordance with Section 14.20 of the Credit Agreement therefor) as is then being (or has been) so sold or released and (iv) the date upon which the Credit Documents are amended to release all Collateral subject has not theretofore been released pursuant to this Agreement. (c) At any time that the Pledgor desires that the Pledgee assign, transfer and deliver Collateral (and releases therefor) as provided in Section 19(a) or (b) of this Agreement, it shall deliver to the Pledgee a certificate signed by a principal executive officer of the Pledgor stating that the release of the respective Collateral is permitted pursuant to such Section 19(a) or (b). (d) The Pledgee shall have no liability whatsoever to the Lender as the result of any release of Collateral by it in accordance with, or which it in good faith believes is in accordance with, this Section 19.

Termination; Release. (a) After the Termination Date (as defined below), this This Agreement shall terminate (provided that and the Pledged Collateral shall be released from the Lien of this Agreement upon the payment in full of all indemnities set forth herein includingof the Secured Obligations or with respect to the Indenture Obligations, without limitationupon Legal Defeasance or Covenant Defeasance in accordance with the provisions of the Indenture, satisfaction and discharge of the Indenture in accordance with the provisions of the Indenture or otherwise in accordance with the Indenture. Subject to the Intercreditor Agreement, a Pledgor shall automatically be released from its obligations hereunder and the security interests and the Liens resulting from this Agreement in the Collateral and the Liens resulting from this Agreement of such Pledgor shall be automatically released upon the consummation of any transaction or series of transactions permitted by the Indenture as a result of which all of the Equity Interests of such Pledgor have been disposed of to a Person other than another Pledgor or Subsidiary thereof. Upon termination hereof, the security interests granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the applicable Pledgor or to such other person as may be entitled thereto pursuant to any Legal Requirement. Upon termination hereof or any disposition or release of Pledged Collateral or the release of a Pledgor, in Section 11 hereof each case, in accordance with the provisions of the Indenture, subject to the terms of the Intercreditor Agreement, the Collateral Agent shall survive any such termination) promptly, upon the written request and the Pledgee, at the request sole cost and expense of the respective PledgorPledgors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly (i) assign, transfer and deliver to such Pledgor (the Pledgors, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent except that the Collateral Agent has not assigned or otherwise transferred its security interest in the Pledged Collateral, such of the Pledged Collateral to be released (in the case of a release) as may be in the possession or control of the Pledgee Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreementthe terms hereof, and, with respect to any other Pledged Collateral, with such endorsements or proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be and (ii) take any other action (at the expense of the Pledgors) reasonably requested to effectuate or evidence such termination or release. As used in this AgreementIn addition the Collateral Agent will release automatically without the need for any further action by any Person, “Termination Date” shall mean from the earliest of Lien created by the Collateral Documents (i) Collateral that is sold, transferred, disbursed or otherwise disposed of to a Person other than to a Pledgor to the date extent such sale, transfer, disbursement or disposition is not prohibited by the provisions of the Indenture; provided that any products or proceeds received by the Issuer or a Guarantor in respect of any such Collateral shall continue to constitute Collateral to the extent required by the Indenture and the Collateral Documents; (ii) the property and assets of a Pledgor upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive release of such Pledgor from its Note Guarantee in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), Indenture; (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 any property or asset of the Credit Agreement a Pledgor that is or becomes Excluded Property; and (iv) to the date upon which extent required by the Credit Documents are amended Intercreditor Agreement; provided, however, that notwithstanding any other provision of the Indenture or the Collateral Documents, Liens securing all or substantially all of the Collateral may be released only pursuant to release all Collateral subject to the terms of the first sentence of this AgreementSection 11.4.

Termination; Release. (a) After This Agreement and the Termination security interests granted hereunder shall terminate when the Obligations Payment Date (as defined below), shall have occurred. Upon termination of this Agreement or the security interests granted hereunder in any Collateral, the Administrative Agent shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to the Pledgors, at the Pledgors’ expense, all appropriate UCC termination statements and similar documents which the Pledgors shall reasonably request to evidence such Pledgor a proper instrument termination. Any execution and delivery of termination statements or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released documents pursuant to this Agreement. As used in this Agreement, “Termination Date” Section 15(a) shall mean be without recourse to or warranty by the earliest of Administrative Agent (b) Upon (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided any sale or other transfer by any Pledgor of any Collateral that is permitted under the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do Credit Agreement to any person that is not otherwise prohibit the termination hereof)a Pledgor, (ii) the permitted release of the security interest granted hereby in any Collateral Release Date as defined in pursuant to Section 10.15(d6.06(c) of the Credit Agreement (but subject to any deferral requested by and in accordance with the U.S. Borrower pursuant to the last sentence of requirements set forth in such Section 10.15(d6.06(c)) and the applicable provisions hereof), or (iii) the date upon which effectiveness of any written consent by the Administrative Agent, or the requisite Lenders as provided under the Credit Agreement, to the release of the security interest granted hereby in any or all of the Collateral, the security in such Collateral Agent releases (and (except in the Collateral case of clause (i) above to the extent the Borrower is not in accordance pro forma compliance with Section 14.20 6.06(a) of the Credit Agreement and (ivafter giving effect to such sale or transfer) the date upon which Proceeds thereof) shall be automatically released. (c) In the event that the security interests granted hereunder in all of the Collateral of any Pledgor shall have been released as permitted by and in accordance with the terms of this Agreement and the Credit Documents are amended Agreement, upon the request of the Borrower, such Pledgor shall be released as a Pledgor hereunder. (d) In connection with any release of any Collateral of a Pledgor or of any Pledgor pursuant to release Section 15(b) or 15(c), as applicable, the Administrative Agent will execute and deliver to such Pledgor, at such Pledgor’s sole expense, all Collateral subject appropriate UCC termination statements and similar documents that such Pledgor shall reasonably request to evidence such release. Any execution and delivery of termination statements or documents pursuant to this AgreementSection 15(d) shall be without recourse to or warranty by the Administrative Agent and the Administrative Agent shall have no liability whatsoever to any Secured Party as a result of any release of Collateral by it as permitted by this Section 15.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has Commitments under the Senior Finance Documents have been terminated, no Documentary Credit (as defined in the Relevant Facilities Agreement) is outstanding (and all Advances have been paid in full), all Documentary Credits have been terminated, and all Credit Document other Obligations (excluding normal continuing indemnity obligations other than indemnities described in the Senior Finance Documents which survive in accordance with their terms, so long as no amounts are not then due and payable) then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 9 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Revolving Loan Credit Commitment has been terminated, no Note under the Credit Agreements is outstanding and all other Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof)full, (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this AgreementAgreement and (iii) the date on which the Indenture no longer requires equal and ratable security or the 6 3/4% Notes have been paid in full.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has Agreement shall have been terminatedterminated and no Note is outstanding (and all Loans have been paid in full in cash), and all Credit Document other Obligations (excluding normal continuing indemnity obligations other than indemnities described in Section 11 hereof and described in Section 13.01 of the Loan Agreement, in each case which survive in accordance with their terms, so long as no amounts are not then due and payable) then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After Upon payment in full of the Termination Date Secured Obligations in accordance with the provisions of the Indenture and any Additional Parity Lien Agreement, or otherwise in accordance with Section 10.04 of the Indenture or any substantially similar provision in any Additional Parity Lien Agreement, the Security Interest granted hereby shall terminate and all rights to the Collateral shall revert to Assignors or any other Person entitled thereto. At such time, Collateral Trustee will authorize the filing of appropriate termination statements to terminate such Security Interests. No transfer or renewal, extension, assignment, or termination of this Agreement or of the Indenture, any other Note Document, or any other instrument or document executed and delivered by any Assignor to Collateral Trustee nor any other notes issued by the Issuer to any Holder, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Assignors, or any of them, by Collateral Trustee, nor any other act of the Secured Creditors, or any of them, shall release any Assignor from any obligation, except a release or discharge executed in writing by Collateral Trustee in accordance with the provisions of this Agreement, the Indenture and the Collateral Trust Agreement. Collateral Trustee shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Collateral Trustee and then only to the extent therein set forth. A waiver by Collateral Trustee of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Collateral Trustee would otherwise have had on any other occasion. (as defined belowb) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than an Assignor), this Agreement shall terminate (provided that all indemnities set forth herein includingin each case in connection with a sale or disposition permitted by the Note Documents and any Additional Parity Lien Agreement, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgeeproceeds of such sale, disposition (or from such release) or loss are applied in accordance with the terms of the Indenture or such other Note Documents or Additional Parity Lien Agreement, as the case may be, to the extent required to be so applied, subject to the terms and provisions of the Collateral Trust Agreement, Collateral Trustee, at the request and expense of such Assignor and upon satisfaction of each of the respective Pledgorapplicable conditions precedent described in Article 4 of the Collateral Trust Agreement, will promptly duly release from the security interest created hereby (and will execute and deliver to such Pledgor a proper instrument documentation, including termination or instruments acknowledging partial release statements and the satisfaction like in connection therewith) and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or otherwise disposed of, or released, or the subject of a total loss or constructive total loss as provided above and as may be in the possession of the Pledgee Collateral Trustee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this AgreementFurthermore, “Termination Date” shall mean upon the earliest release of (i) any Assignor from the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive Note Guarantee in accordance with their termsthe provisions thereof, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full such Assignor (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit Collateral at such time assigned by the termination hereofrespective Assignor pursuant hereto) shall be released from this Agreement. (c) At any time that an Assignor desires that Collateral Trustee take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 9.8(a) or (b), (ii) such Assignor shall deliver to Collateral Trustee a certificate signed by an Authorized Officer of such Assignor satisfying the Collateral Release Date as defined in conditions of Section 10.15(d4.1(b)(1) of the Credit Collateral Trust Agreement and otherwise stating that the release of the respective Collateral is permitted pursuant to such Section 9.8(a) or (but subject b). (d) Collateral Trustee shall have no liability whatsoever to any deferral requested other Secured Creditor, any Assignor or any other Person as the result of any release of Collateral by it upon receipt of the U.S. Borrower pursuant officers’ certificate described in Section 9.8(c) hereof or which Collateral Trustee in good faith believes to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral be in accordance with this Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement9.8.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 12 hereof shall survive any such termination) ), and the Pledgee, at the request and expense of the respective any Pledgor, will as promptly as practicable execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this AgreementAgreement or any other Loan Document, together with any monies at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the earliest of date upon which (i) the date upon which Term Commitment and the Total Revolving Loan Commitment has Commitments under the Credit Agreement have been terminated, (ii) all Bank Product Agreements applicable to the Loans (and/or the Commitments) entered into with any Bank Product Providers have been terminated, (iii) no Note under the Credit Agreement is outstanding, (iv) all Loans thereunder have been repaid in full and (v) all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable (other than indemnities described in respect thereofSection 12 hereof and described in Section 11.03 of the Credit Agreement, and any other indemnities set forth in any other Secured Debt Agreements, in each case which are not then due and payable) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After This Security Agreement, the Termination Date Lien in favor of the Agent (for the benefit of itself and the other Canadian 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, (ii) the principal of and interest on each Loan and all fees and other Secured Obligations shall have been indefeasibly paid in full in cash, (iii) all Canadian Letters of Credit (as defined below)in the Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, this Agreement shall terminate (provided that all indemnities set forth herein includingB) been Cash Collateralized to the extent required by the Credit Agreement, without limitation, or (C) been supported by another letter of credit in Section 11 hereof shall survive any such termination) a manner reasonably satisfactory to the L/C Issuer and the PledgeeAdministrative Agent, at and (iv) all Unreimbursed Amounts shall have been indefeasibly paid in full in cash, provided, however, that in connection with the termination of this Security Agreement, the Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Canadian 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 the Other Liabilities, and (z) any Secured Obligations that may thereafter arise under Section 10.04 of the Credit Agreement. (b) The Collateral shall be released from the Lien of this Security Agreement in accordance with the provisions of the Credit Agreement. Upon termination hereof or any release of Collateral in accordance with the provisions of the Credit Agreement, the Agent shall, upon the request and at the sole cost and expense of the respective PledgorGrantor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (Grantor, against receipt and without recourse and without any representation to or warranty) 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 of this Security Agreement) as may be in the possession of the Pledgee Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence terms hereof, and, with respect to any other Collateral, proper documents and instruments (including PPSA termination statements or releases) acknowledging the termination hereof or the release of Section 10.15(dsuch Collateral, as the case may be. (c) and At any time that Grantor desires that the applicable provisions hereof)Agent take any action described in clause (b) of this SECTION 9.5, 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 (iiia) or (b) of this SECTION 9.5. The Agent shall have no liability whatsoever to any other Canadian Credit Party as the date upon result of any release of Collateral by it as permitted (or which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (ivgood faith believes to be permitted) the date upon which the Credit Documents are amended to release all Collateral subject to by this AgreementSECTION 9.5.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement and the security interests created hereby shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof Article VIII hereof, shall survive any such termination) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral of such Assignor as may be in the possession of the Pledgee Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which no obligations remain pursuant to the Total Revolving Loan Commitment has HET/JCC Agreement or any other Minimum Payment Guaranty Documents and all Minimum Payment Guaranties have been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of total commitments under the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) have been terminated, all Interest Rate Protection Agreements and the applicable provisions hereof)Minimum Payment Guaranties have been terminated, (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of no Note under the Credit Agreement is outstanding (and (iv) the date upon which all Loans thereunder have been repaid in full), all letters of credit issued under the Credit Documents Agreement have been terminated, no Senior Subordinated Notes or Senior Subordinated Contingent Notes are amended to release outstanding and all Collateral subject to this AgreementObligations then owing have been paid in full.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement shall terminate (provided that all indemnities set forth herein herein, including, without limitation, in Section 11 hereof 8.1 hereof, shall survive any such termination) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has Commitments under the Credit Agreement have been terminated and all Interest Rate Protection Agreements and Other Hedging Agreements entered into with any Other Creditor have been terminated, no Note under the Credit Agreement is outstanding and all Loans thereunder have been repaid in full, all Letters of Credit Document issued under the Credit Agreement have been terminated, all Treasury Services have been terminated and all outstanding obligations thereunder and under the Treasury Services Agreement have been paid in full, and all Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (and no further Incremental Term Loan Commitments may be requested or provided pursuant to the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has Commitments and all Interest Rate Agreements have been terminated, no Note is outstanding (and all Credit Document Loans have been paid in full) and all other Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the PledgeeAgent, at the request and expense of the respective PledgorPledgors, will promptly execute and deliver to such each Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on Form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such each Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee Agent and as which has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest date of expiration of all applicable preference periods following the date upon which all of the Secured Obligations have been paid. So long as (A) no Default or Event of Default has occurred and is continuing and (B) no Borrowing Base imbalance described in Section 3.2.1 of the Credit Agreement exists, upon (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms sale or other disposition of any part of the Secured Hedging Agreements and Collateral that is not prohibited by the Credit Agreement or any other Secured Debt Agreements do not otherwise prohibit the termination hereof)Loan Document, (ii) any Proceeds in connection with the Collateral Release Date as defined in Section 10.15(d) acquisition of the Credit Agreement (but subject any property or to pay any deferral requested by the U.S. Borrower pursuant to the last sentence fees, costs and expenses of Section 10.15(d) and the applicable provisions hereof)any Person, (iii) the date upon which release of any part of the Collateral Agent releases at the Collateral in accordance with Section 14.20 direction of the Credit Agreement and Agent or (iv) the date pledge by any Pledgor of the Voting Stock and/or Capital Stock of any Additional Securitization Entity in connection with a Permitted Securitization, such Collateral shall automatically be released from the Lien of this Agreement and the Lien of this Agreement shall be terminated with respect to such Collateral. Upon and after any and all releases contemplated in two immediately preceding paragraphs, at the request and at the sole cost and expense of the Pledgors, the Agent will execute and deliver such documentation, including termination or partial release statements, a release letter and any similar documentation (without recourse and without any representation or warranty) to evidence such release(s) or otherwise in connection therewith; provided that, upon request of the Agent, each Pledgor shall deliver to the Agent a certificate signed by an authorized officer of such Pledgor stating that each release of the respective Collateral is permitted pursuant to this Section 25.8. The Agent shall have no liability whatsoever to any Lender as the result of any release of Collateral by it in accordance with (or which the Credit Documents are amended Agent in the absence of gross negligence and willful misconduct believes to release all Collateral subject to be in accordance with) this AgreementSection 25.8.

Termination; Release. (a) After This Agreement, the Termination Date Lien in favor of the Collateral Agent (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, (ii) the principal of and interest on each Loan and all fees and other Secured Obligations (other than the Other Liabilities) shall have been indefeasibly paid in full in cash, (iii) all Letters of Credit (as such term is defined below)in the Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, this Agreement shall terminate (provided that all indemnities set forth herein includingB) been Cash Collateralized in accordance with the Credit Agreement, without limitation, or (C) been supported by another letter of credit in Section 11 hereof shall survive any such termination) a manner satisfactory to the L/C Issuer and the PledgeeAdministrative Agent, at and (iv) all Unreimbursed Amounts shall have been paid in full, provided, however, that in connection with the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, 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 Secured Obligations that may subsequently be reversed or revoked, and will duly (y) any obligations that may thereafter arise with respect to the Other Liabilities to the extent not provided for thereunder. (b) A Pledgor shall automatically be released from its obligations hereunder and the Lien in favor of the Collateral Agent (for the benefit of itself and the other Credit Parties) on the Pledged Collateral of such Pledgor shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement as a result of which such Pledgor ceases to be a Subsidiary; provided that each Lender shall have consented to such transaction (if and to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise; provided further that any release of Pledged Collateral or any Pledgor in the manner permitted by this Agreement and the Credit Agreement shall not require the consent of holders of Other Liabilities under such transactions. (c) Upon any Permitted Disposition by any Pledgor of any Pledged Collateral, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Pledged Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Pledged Collateral shall be automatically released. (d) The Pledged Collateral shall be released from the Lien of this Agreement in accordance with the provisions of this Agreement and the Credit Agreement. Upon termination hereof or any release of Pledged Collateral in accordance with this SECTION 9.4, the Collateral Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to such Pledgor (the Pledgors, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral to be released (in the case of a release) or all of the Pledged Collateral (in the case of termination of this Agreement) as may be in the possession of the Pledgee Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of Section 10.15(dsuch Pledged Collateral, as the case may be. (e) and The Collateral Agent shall have no liability whatsoever to any Credit Party as the applicable provisions hereof), result of any release of Pledged Collateral by it as permitted (iii) the date upon or which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (ivgood faith believes to be permitted) the date upon which the Credit Documents are amended to release all Collateral subject to by this AgreementSECTION 9.4.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall terminate (provided provided, that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the PledgeeAdministrative Agent, at the request and expense of the respective PledgorGrantor, will promptly execute and deliver to such Pledgor Grantor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Grantor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee Administrative Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has Commitments under the Credit Agreement have been terminated, all Loans and Notes under the Credit Agreement have been repaid in full, all Letters of Credit issued under the Credit Agreement have been terminated or cash collateral has been deposited with the Administrative Agent for all Letter of Credit Exposure in a manner consistent with the terms of Section 2.18(k) of the Credit Agreement, and all Credit Document other Secured Obligations (excluding normal continuing indemnity obligations other than indemnities described in Section 9.5 of the Credit Agreement, and any other indemnities set forth in any other Loan Documents, in each case which survive in accordance with their terms, so long as no amounts are not then due and payable) then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this AgreementPledgee, if any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has Commitments have been terminated, and all Credit Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof)full, (ii) the Collateral Release Date as defined in Section 10.15(d6.14(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower Company pursuant to the next to last sentence of Section 10.15(d6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 Article VIII hereof shall survive any such termination) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement as provided above, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Collateral Agent hereunder. As used in this Agreement, “Termination Date” shall mean the earliest of (i) "CA Termination Date" shall mean the date upon which the Total Revolving Loan Commitment has been terminated, no Letter of Credit or Note under the Credit Agreement is outstanding and all other Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full in cash (other than arising from indemnities for which no request for payment has been made) and (ii) "Termination Date" shall mean the date upon which (x) the CA Termination Date shall have occurred and (y) if (but only if) a Notified Non-Credit Agreement Event of Default shall have occurred and be continuing on the CA Termination Date (and after giving effect thereto), either (I) such Notified Non-Credit Agreement Event of Default shall have been cured or waived by the requisite holders of the relevant Obligations subject to such Notified Non-Credit Agreement Event of Default or (II) all Secured Credit Card Agreements and Secured Hedging Agreements (if any) giving rise to a Notified Non-Credit Agreement Event of Default shall have been terminated and all Obligations subject to such Notified Non-Credit Agreement Event of Default shall have been paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereofthan arising from indemnities for which no request for payment has been made), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) ), and the Pledgee, at the request and expense of the respective any Pledgor, will as promptly as practicable execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this AgreementAgreement or any other Credit Document, together with any monies at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the earliest of date upon which (i) the date upon which Total Commitments under the Total Revolving Loan Commitment has Credit Agreement have been terminated, (ii) all Interest Rate Protection Agreements applicable to Loans (and/or the Commitments) entered into with any Other Creditors have been terminated, (iii) no Note under the Credit Agreement is outstanding, (iv) all Loans thereunder have been repaid in full and (v) all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable (other than indemnities described in respect thereofSection 11 hereof and described in Section 11.01 of the Credit Agreement, and any other indemnities set forth in any other Secured Debt Agreements, in each case which are not then due and payable) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After the Termination Date (as defined below), this This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the Second Priority Obligations Payment Date shall have occurred, (ii) be binding upon each Grantor, its successors and assigns and (iii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and each of the Second Priority Secured Parties and their respective successors, transferees and assigns. Upon the occurrence of the Second Priority Obligations Payment Date and without further action by any Person, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantors subject to any existing liens, security interests or encumbrances on such Collateral (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive other than any thereof attributable to actions or inactions of the Collateral Agent or any Second Priority Secured Party). Upon any such termination, the Collateral Agent will, at the Grantors’ expense, promptly execute and deliver to the Grantors such documents as the Grantors shall reasonably request to evidence such termination. (b) In the event that any part of the Collateral of the Grantors (i) is disposed of in connection with a disposition permitted by the Credit Agreement or this Agreement or (ii) is otherwise released pursuant to the terms and conditions of the PledgeeCredit Agreement, to the extent applicable, such Collateral will, in the case of a disposition, be sold free and clear of the Liens created by this Agreement and, in each case, the Collateral Agent, at the request and expense of the respective Pledgorrelevant Grantor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Grantor (without recourse and without any representation or warranty) such of the Collateral of such Grantor as may be in the possession of the Pledgee is then being (or has been) so sold or released and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used . (c) Except as may be otherwise provided in this the Credit Agreement, “Termination Date” shall mean at any time that any Grantor desires that the earliest Collateral of such Grantor be released as provided in the foregoing Sections 15(a) or (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereofb), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject Borrower shall deliver to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases a certificate signed by a Responsible Officer stating that the Collateral in accordance with Section 14.20 release of the Credit Agreement and respective Collateral is permitted pursuant to Sections 15(a) or (iv) b). The Collateral Agent shall have no liability whatsoever to any Second Priority Secured Party as the date upon which the Credit Documents are amended to result of any release all of Collateral subject to by it as permitted by this AgreementSection 15.

Termination; Release. (a) After On the Termination Date (as defined -------------------- below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has Commitments and all Hedging Agreements have been terminated, no Letter of Credit or Note is outstanding (and all Loans have been paid in full), all Letters of Credit have been terminated, and all Credit Document other Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 Article VIII hereof shall survive any such termination) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement as provided above, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Collateral Agent hereunder. As used in this Agreement, (i) “CA Termination Date” shall mean the date upon which the Total Commitment has been terminated, no Letter of Credit or Note under the Credit Agreement is outstanding and all other Credit Document Obligations have been paid in full in cash (other than arising from indemnities for which no request for payment has been made) and (ii) “Termination Date” shall mean the earliest of (i) the date upon which (x) the Total Revolving Loan Commitment has CA Termination Date shall have occurred and (y) if (but only if) a Notified Non-Credit Agreement Event of Default shall have occurred and be continuing on the CA Termination Date (and after giving effect thereto), either (I) such Notified Non-Credit Agreement Event of Default shall have been terminated, cured or waived by the requisite holders of the relevant Obligations subject to such Notified Non-Credit Agreement Event of Default or (II) all Secured Credit Card Agreements and Secured Hedging Agreements (if any) giving rise to a Notified Non-Credit Agreement Event of Default shall have been terminated and all Obligations subject to such Notified Non-Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) Agreement Event of Default shall have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereofthan arising from indemnities for which no request for payment has been made), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this This Security Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such the Lien in favor of the Collateral as may be in Agent (for the possession benefit of itself and the Pledgee other Credit Parties) and as has not theretofore been sold or otherwise applied or released pursuant all other security interests granted hereby shall terminate with respect to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of all Secured Obligations when (i) the date upon which the Total Revolving Loan Commitment has Commitments shall have expired or been terminated, (ii) the principal of and interest on each Loan and all Credit Document fees and other Secured Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) shall have been indefeasibly paid in full in cash, and (provided iii) all Letters of Credit (as defined in the terms Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, (B) been Cash Collateralized to the extent required by the Credit Agreement, or (C) been supported by another letter of credit in a manner reasonably satisfactory to the Issuing Bank and the Administrative Agent; provided, however, that (A) this Security Agreement, the Lien in favor of the Secured Hedging Agreements Collateral Agent (for the benefit of itself and the other Credit Parties) and all other security interests granted hereby shall be immediately and automatically reinstated if at any time payment, or any part thereof, of any Secured Debt Agreements do not Obligation is rescinded or must otherwise prohibit be restored by any Credit Party or any Grantor upon the bankruptcy or reorganization of any Grantor or otherwise, and (B) in connection with the termination hereof)of this Security Agreement, the Collateral Agent may require such indemnities and cash collateral 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, (iiy) any obligations that the Collateral Release Date as defined in Agent reasonably believes may thereafter arise with respect to the Other Liabilities, and (z) any Secured Obligations that the Collateral Agent reasonably believes may thereafter arise under Section 10.15(d) 10.04 of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After This Security Agreement, the Termination Date Lien in favor of the Agent (as defined below), this Agreement 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 (provided that other than contingent indemnification obligations for which claims have not been asserted) when (i) the Term Loan Commitments shall have expired or been terminated and (ii) the principal of and interest on each Term Loan and all indemnities set forth herein including, without limitationfees and other Secured Obligations shall have been indefeasibly paid in full in cash. (b) The Collateral shall be released from the Lien of this Security Agreement in accordance with the provisions of the Credit Agreement. Upon such release, in Section 11 hereof shall survive any such termination) and accordance with the Pledgeeprovisions of the Credit Agreement, at the Agent shall, upon the request and at the sole cost and reasonable expense of the respective PledgorGrantors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (the Grantors, against receipt and without recourse and without any representation to or warranty) 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 of this Security Agreement) as may be in the possession of the Pledgee Agent and as has shall not theretofore have been sold or otherwise applied or released 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 AgreementSECTION 9.5, 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 9.5. As used in this Agreement, “Termination Date” The Agent shall mean have no liability whatsoever to any other Credit Party as the earliest result of any release of Collateral by it as permitted (i) the date upon or which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations Agent in good faith believes to be permitted) by this SECTION 9.5. (excluding normal continuing indemnity obligations which survive d) If any Grantor ceases to be a Guarantor in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms provisions of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) 7.04 of the Credit Agreement (but subject to Agreement, the Agent will, at the Grantors reasonable expense and upon receipt of any deferral certifications reasonably requested by the U.S. Borrower pursuant Agent in connection therewith, execute and deliver to the last sentence applicable Grantor such documents as such Grantor may reasonably request to evidence the release of Section 10.15(d) and the applicable provisions hereof), (iii) Grantor from the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement security interests granted and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementobligations assumed hereunder.

Termination; Release. When all the Secured Obligations have been indefeasibly paid in full or all of the Mortgaged Property shall otherwise be released from the Lien of this Mortgage pursuant to the Indenture, the Lien of this Mortgage shall terminate. Upon termination of the Lien hereof or any release of the Mortgaged Property or any portion thereof (a) After whether arising from a sale of the Termination Date (as defined belowMortgaged Property or otherwise), this Agreement shall terminate (provided that all indemnities set forth herein includingthe Mortgagee shall, without limitation, in Section 11 hereof shall survive any such termination) upon the request and the Pledgee, at the request sole cost and expense of the respective PledgorMortgagor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly forthwith assign, transfer and deliver to such Pledgor (the Mortgagor, against receipt and without recourse to or warranty by the Mortgagee, such of the Mortgaged Property to be released (in the case of a release) as may be in possession of the Mortgagee and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Mortgaged Property, proper documents and instruments (including UCC-3 termination statements, releases or assignments of Mortgages) acknowledging the termination of the Lien hereof or the assignment or release of such Mortgaged Property, as the case may be. In the case of any such assignment, the terms of the same shall be without recourse to Mortgagee and without any representation or warrantywarranty (express, implied or otherwise) such on behalf of the Collateral as may be Mortgagee, and Mortgagee shall not enter into or issue any other estoppels, agreements or other instruments in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreementconnection therewith. As used a condition precedent to providing such assignment, Mortgagor shall pay all of Mortgagee’s out-of-pocket costs and expenses in this Agreement, “Termination Date” shall mean the earliest of connection therewith (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereofincluding reasonable attorneys’ fees), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. This Agreement, the Lien in favor of the Collateral Agent (afor the benefit of itself and the other Credit Parties) After the Termination Date (as defined below), this Agreement and all other security interests granted hereby shall terminate with respect to all Secured Obligations when Payment in Full of the Secured Obligations has occurred. Notwithstanding the foregoing, (provided that all indemnities set forth herein includingA) this Agreement, without limitation, the Lien in Section 11 hereof shall survive any such terminationfavor of the Collateral Agent (for the benefit of the Credit Parties) and all other security interests granted 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 Pledgor upon the Pledgeebankruptcy or reorganization of any Pledgor or otherwise, at and (B) in connection with the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, the Collateral Agent may require such indemnities and will duly 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 the Other Liabilities, and (z) any Secured Obligations that may thereafter arise under Section 10.04 of the Credit Agreement. (i) The Collateral shall be released from the Lien of this Agreement in accordance with the provisions of this Agreement and the Credit Agreement. Upon termination hereof or any release of Collateral in accordance with the provisions of this Agreement and the Credit Agreement, the Collateral Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to such Pledgor (the Pledgors, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent, such of the Collateral to be released (in the case of a release) as may be in the possession of the Pledgee Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released 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. (ii) At any time that the respective Pledgor desires that the Collateral Agent take any action described in clause (ii) of this Agreement. As used in this AgreementSection 10.5, “Termination Date” shall mean such Pledgor shall, upon request of the earliest Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to clause (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), or (ii) the of this Section 10.5. The Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject Agent shall have no liability whatsoever to any deferral requested other Credit Party as the result of any release of Collateral by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), it as permitted (iii) the date upon or which the Collateral Agent releases the Collateral in accordance with good faith believes to be permitted) by this Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement10.5.

Termination; Release. (a) After On the Termination Date (as defined belowi), this Agreement shall automatically and unconditionally terminate (provided that all indemnities set forth herein including, without limitation, including in Section 11 hereof hereof, shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements on form UCC-3, releases to be filed and instruments of satisfaction, discharge and/or reconveyance) acknowledging the satisfaction and termination of this Agreement, (ii) the security interest created hereby will automatically and unconditionally be released, and the Pledgee will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee or any of its agents hereunder and as has not theretofore been sold in accordance with this Agreement, the other Credit Documents or applicable law, or otherwise applied or released pursuant to this Agreement, the other Credit Documents or applicable law; without limiting the foregoing, together with any moneys at the time held by the Pledgee or any of its agents hereunder and (iii) Pledgee shall, upon such Pledgor’s reasonable request, provide evidence (in form and substance reasonably satisfactory to Pledgor and Pledgee) of such release, assignment, transfer or delivery and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2) on the Termination Date. As used in this Agreement, “Termination Date” shall mean have the earliest of (i) meaning set forth in the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Security Agreement.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such terminationsurvive) and the PledgeeCollateral Agent, at the request and expense of the respective Pledgor, will promptly execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the its Collateral as may be in the possession of the Pledgee Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loans, the Reimbursement Obligations and the other Obligations under the Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) Documents shall have been indefeasibly paid in full full, the Commitments have been terminated and no Letters of Credit shall be outstanding. (provided b) In the event that any part of the Collateral is sold in connection with a sale permitted by the Credit Agreement or this Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 11.1 of the Credit Agreement) and the proceeds of such sale or sales or from such release are applied in accordance with the terms of the Secured Hedging Agreements Credit Agreement, such Collateral will be sold free and clear of the Liens created by this Agreement and the other Secured Debt Agreements do not otherwise prohibit Collateral Agent, at the termination hereof)request and expense of the Pledgor, will duly assign, transfer and deliver to the Pledgor (iiwithout recourse and without any representation or warranty) such of the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement Pledgor as is then being (but subject to any deferral requested by or has been) so sold or released and as may be in the U.S. Borrower pursuant to the last sentence possession of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject has not theretofore been released pursuant to this Agreement. (c) At any time that the Pledgor desires that Collateral be released as provided in the foregoing Section 15(a) or (b), it shall deliver to the Collateral Agent a certificate signed by its chief financial officer or another authorized senior officer stating that the release of the respective Collateral is permitted pursuant to Section 15(a) or (b). If requested by the Collateral Agent (although the Collateral Agent shall have no obligation to make any such request), the Pledgor shall furnish appropriate legal opinions (from counsel, which may be in-house counsel, acceptable to the Collateral Agent) to the effect set forth in the immediately preceding sentence. The Collateral Agent shall have no liability whatsoever to any Secured Creditor as the result of any release of Collateral by it as permitted by this Section 15.

Termination; Release. This Agreement shall terminate and the Collateral shall be automatically released from the Lien of this Agreement upon the earliest of the date on which both (x) (a) After all Indenture Obligations have been paid in full (other than contingent indemnification obligations for which no claim or demand has been made and that, pursuant to the Termination Date (as defined belowprovisions of the Indenture or the Collateral Documents, survive the termination thereof), this Agreement (b) the Issuer exercises its legal defeasance option or covenant defeasance option described in Section 8.02 or 8.03, respectively, of the Indenture or (c) the satisfaction and discharge of the Indenture occurs in accordance with Article XII thereof. Upon termination hereof, the security interests granted hereby shall terminate (provided that and all indemnities set forth herein includingrights to the Collateral shall revert to the applicable Pledgor or to such other Person as may be entitled thereto pursuant to any Order or other applicable Legal Requirement. Upon termination hereof or any release of Collateral in accordance with the provisions of the Indenture, without limitationsubject to the terms of the Intercreditor Agreement, if in Section 11 hereof effect, the Collateral Agent shall survive any such termination) promptly, upon the written request and the Pledgee, at the request sole cost and expense of the respective PledgorPledgors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (the Pledgors, against receipt and without recourse and without to or warranty of any representation kind (either express or warrantyimplied) by the Collateral Agent (except that the Collateral Agent has not assigned or otherwise transferred its security interest in the Collateral), such of the Collateral to be released (in the case of a release) as may be in the possession or control of the Pledgee Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence terms hereof, and, with respect to any other Collateral, with such endorsements or proper documents and instruments prepared by Pledgors (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. In addition, Collateral shall be released from the Lien of this Agreement to the extent expressly required by Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 10.04 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this AgreementIndenture.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall terminate terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors (provided that all indemnities set forth herein including, without limitation, limitation in Section 11 hereof 8.1 hereof, shall survive any such termination) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorGrantor, will promptly execute and deliver to such Pledgor Grantor a proper instrument or instruments (including, without limitation, UCC termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Grantor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has Aggregate Commitments under the Credit Agreement have been terminated, terminated and all Obligations have been paid in full, no Note under the Credit Document Agreement is outstanding and all Revolving Loans and LC Disbursements thereunder have been repaid in full and all Letters of Credit have expired or otherwise terminated (other than (x) contingent indemnification obligations, (y) Letters of Credit which have been Cash Collateralized or backstopped on terms reasonably satisfactory to the Administrative Agent and (z) obligations and liabilities under any agreement governing the Secured Bank Product Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are not then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in pursuant to Section 10.15(d) 11.11 of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereofAgreement), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below), this This Agreement shall terminate and the Pledged Collateral shall be released from the Lien of this Agreement when the Commitments have been terminated and the principal of and interest and premium (provided that if any) on each Loan, all indemnities set forth herein includingFees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification obligations that, without limitationpursuant to the provisions of the Credit Agreement of the Security Documents, in Section 11 hereof shall survive any such terminationthe termination thereof) and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full. Upon termination hereof, the Pledgeesecurity interests granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the applicable Pledgor or to such other person as may be entitled thereto pursuant to any Order or other applicable Legal Requirement. Upon termination hereof or any release of Pledged Collateral in accordance with the provisions of the Credit Agreement, the Collateral Agent shall promptly (and in any event within 10 Business Days), upon the written request and at the request sole cost and expense of the respective PledgorPledgors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (the Pledgors, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent, except that the Collateral Agent has not assigned or otherwise transferred its security interest in the Pledged Collateral, such of the Pledged Collateral to be released (in the case of a release) as may be in the possession or control of the Pledgee Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements hereof and the other Secured Debt Agreements do not otherwise prohibit Transaction Documents, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof)hereof or the release of such Pledged Collateral, as the case may be. If at any time any payment (ii) the Collateral Release Date as defined in Section 10.15(dwhole or in part) of any Secured Obligations is invalidated, declared to be fraudulent or preferential, set aside, rescinded or must otherwise be restored by any Secured Party, this Agreement shall continue to be effective or be reinstated, as the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof)case may be, (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementas though such payment had not been made.

Termination; Release. (a) After When all the Termination Date Secured Obligations have been paid in full (as defined below)other than (i) obligations under Hedging Agreement and Treasury Service Agreements not yet due and payable and (ii) contingent indemnification obligations not then due and payable) and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate (provided that all indemnities set forth herein includingterminate. Upon termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, without limitationthe Collateral Agent shall, in Section 11 hereof shall survive any such termination) upon the request and the Pledgee, at the request sole cost and expense of the respective PledgorPledgors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in the possession of the Pledgee Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. (b) A Person which was a Loan Party immediately prior to the consummation of any transaction permitted by the Credit Agreement shall automatically be released from its obligations hereunder and the Security Interest in this the Collateral of such Person shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Person ceases to be a Loan Party. (c) Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Credit Agreement, “Termination Date” or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.02 of the Credit Agreement, the security interest in such Collateral shall mean be automatically released. (d) Notwithstanding the earliest of foregoing, if (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided other than contingent indemnification obligations not then due and payable) and the terms Commitments of the Secured Hedging Agreements Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or collateralized in accordance with the other Secured Debt Agreements do not otherwise prohibit provisions of the termination hereof)Credit Agreement, (ii) Secured Obligations of the Collateral Release Date as defined type described in Section 10.15(dclause (b) of the Credit Agreement definition of Secured Obligations (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d“Remaining Secured Obligations”) remain outstanding and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 all or a portion of the Credit repayment of the Obligations is financed by the proceeds of Indebtedness of one or more Loan Parties or any affiliate of a Loan Party (“Refinancing Indebtedness”) which Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as if the Remaining Secured Obligations have been paid in full and the provisions of paragraph (iva) of this Section 11.4 shall apply concurrently with the date upon which incurrence of the Credit Documents are amended to release all Collateral subject to Refinancing Indebtedness and the securing of the Refinancing Indebtedness and the Remaining Secured Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this AgreementAgreement shall not terminate but shall remain in full force and effect.

Termination; Release. (a) After This Agreement, the Termination Date Security Interest and all other security interests granted hereby shall terminate when all Obligations (other than contingent indemnification obligations for which no claim has been made) have been paid in full (or, in the case of Secured Swap Agreements, cash collateralized in a manner, and pursuant to documentation, satisfactory to the Administrative Agent) and all Commitments and New Commitments have terminated or expired. (b) A Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as defined belowa result of which such Grantor ceases to be a Subsidiary or a Restricted Subsidiary of the Borrower. (c) Upon any sale or other transfer or disposition by any Grantor of any Collateral that is not prohibited under the Credit Agreement, or upon the sale of participations in the entirety of any Member Loans that are included in the Collateral or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to the Credit Agreement or this Agreement, the Security Interest in such Collateral shall be automatically released (it being understood, for the avoidance of doubt, that the sale of Member Loans pursuant to a Whole Loan Program or the sale of participations in Member Loans and, in each case, the retention of servicing rights by Borrow with such Member Loans will not impair or prevent the automatic release of the Security Interest in such Collateral). (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Agreement Section 9.14, the Collateral Agent shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to any Grantor at such Pledgor a proper instrument Grantor's expense, all UCC termination statements, releases and similar documents that such Grantor shall reasonably request to evidence such termination or instruments acknowledging the satisfaction release. Any execution and delivery of termination of this Agreementstatements, and will duly assignreleases, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released other documents pursuant to this Agreement. As used in this Agreement, “Termination Date” Section 9.14 shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) be without recourse to or warranty by the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this AgreementAgent.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 5.1 hereof shall survive any such termination) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorCompany, will promptly execute and deliver to such Pledgor the Company a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementMortgage, and will duly assign, transfer and deliver to such Pledgor the Company (without recourse and without any representation or warranty) such of the its Collateral as may be in the possession of the Pledgee Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this AgreementMortgage. As used in this AgreementMortgage, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has Loans, the Reimbursement Obligations and the other Obligations shall have been terminatedpaid in full, the Commitments have been terminated and no Letters of Credit are outstanding. (b) In the event that any part of the Collateral is sold in connection with a sale permitted by the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 11.1 of the Credit Document Obligations (excluding normal continuing indemnity obligations which survive Agreement) and the proceeds of such sale or sales or from such release are applied in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements Credit Agreement, such Collateral will be sold free and clear of the Liens created by this Mortgage and the other Secured Debt Agreements do Collateral Agent, at the request and expense of the Company, will duly assign, transfer and deliver to the Company (without recourse and without any representation or warranty) such of the Collateral of the Company as is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent and has not otherwise prohibit theretofore been released pursuant to this Mortgage. (c) At any time that the termination hereofCompany desires that Collateral be released as provided in the foregoing Section 7.12(a) or (b), (ii) it shall deliver to the Collateral Release Date as defined in Section 10.15(d) Agent a certificate signed by its chief financial officer or another authorized senior officer stating that the release of the Credit Agreement respective Collateral is permitted pursuant to Section 7.12(a) or (but subject to any deferral b). If requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), Collateral Agent (iii) the date upon which although the Collateral Agent releases shall have no obligation to make any such request), the Company shall furnish appropriate legal opinions (from counsel, which may be in-house counsel, acceptable to the Collateral Agent) to the effect set forth in accordance with the immediately preceding sentence. The Collateral Agent shall have no liability whatsoever to any Secured Creditor as the result of any release of Collateral by it as permitted by this Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement7.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 13 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee or any of its sub‑agents hereunder and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used , together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security issued by a Subsidiary of the Company (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). (b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party) at any time prior to the Termination Date, in this connection with NEWYORK 9251668 (2K) a sale or disposition permitted by Section 10.02 of the Credit Agreement, “Termination Date” shall mean or is otherwise released at the earliest direction of (i) the date upon which the Total Revolving Loan Commitment has been terminatedRequired Lenders, and all Credit Document Obligations the proceeds of such sale or disposition (excluding normal continuing indemnity obligations which survive or from such release) are applied in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements Credit Agreement to the extent required to be so applied, the Pledgee, at the request and expense of such Pledgor, will duly release from the security interest created hereby (and will execute and deliver such documentation, including termination or partial release statements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof)like in connection therewith) and assign, transfer and deliver to such Pledgor (iiwithout recourse and without any representation or warranty) such of the Collateral Release Date as defined is then being (or has been) so sold or otherwise disposed of, or released, and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 10.15(d4 hereof, such sub‑agent) and has not theretofore been released pursuant to this Agreement. Furthermore, upon the release of any U.S. Guarantor from the U.S. Guaranty in accordance with the provisions thereof, such Pledgor (and the Collateral at such time assigned or pledged by the respective Pledgor pursuant hereto) shall be released from this Agreement. In the case of any such sale or disposition of any property constituting Collateral in a transaction permitted pursuant to Section 10.02 of the Credit Agreement, the Liens created by any of this Agreement on such Collateral shall be automatically released without need for further action by any Person. (but subject c) At any time that any Pledgor desires that the Pledgee deliver any release or such other documentation as provided in the foregoing Section 22(a) or (b), such Pledgor shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an Authorized Officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 22(a) or (b) hereof. At any deferral requested by time that the Company or the respective Pledgor desires that a U.S. Guarantor which has been released from the U.S. Borrower pursuant to Guaranty be released hereunder as provided in the last penultimate sentence of Section 10.15(d) 22(b), it shall deliver to the Pledgee a certificate signed by an Authorized Officer of the Company and the applicable provisions hereofrespective Pledgor stating that the release of the respective Pledgor (and its Collateral) is permitted pursuant to such Section 22(b). (d) The Pledgee shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it in accordance with, (iii) the date upon or which the Collateral Agent releases the Collateral Pledgee in good faith believes to be in accordance with with, this Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement22.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of such Pledgor and at the respective Pledgorwritten direction of the Holders of the Notes in accordance with the Second-Lien Note Indenture (upon such direction which the Pledgee shall conclusively rely), will promptly execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which all Second-Lien Notes under the Total Revolving Loan Commitment has Second-Lien Note Indenture have been terminatedrepaid in full and all other Obligations (other than indemnities described in Section 11 hereof and described in Sections 3.4, 8.6 and elsewhere of the Second-Lien Note Indenture, and all Credit Document Obligations (excluding normal continuing indemnity obligations any other indemnities set forth in any other Security Documents, in each case which survive in accordance with their terms, so long as no amounts are not then due and payable) then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After It is expressly acknowledged and agreed that the Termination Date Liens and security interests granted under this Agreement for the benefit of the Senior Creditor (i) with respect to all or any portion of the Collateral, may be released in writing at any time by the Senior Creditor hereunder, and (ii) with respect to all or any portion of the Collateral, shall be released on the date on which Senior Note has terminated and all Senior Obligations have been paid in full (the "SENIOR LIEN TERMINATION DATE"). Upon any release of the type described in the immediately preceding sentence, the Pledgee shall, at the request and expense of the Pledgor, release the Collateral being released and execute and deliver to the Pledgor a proper instrument or instruments acknowledging the release of such Collateral from this Agreement, and will duly assign, transfer and deliver to the Pledgor (without recourse and without any representation or warranty) the Collateral being released as defined below)described above. (b) Following the date on which all Obligations have been paid in full and all Financing Documents shall have terminated, this Agreement shall terminate (provided that all indemnities set forth herein includingterminate, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean together with any moneys at the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested time held by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this AgreementPledgee hereunder.

Termination; Release. a) MERGEFORMAT (a) After the Termination Date (as defined below), without any action on the part of any Secured Creditor, this Agreement shall terminate and be of no further force or effect (provided that all indemnities set forth herein including, without limitation, in Section 11 10.6 hereof shall survive any such termination) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor the Assignor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor the Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Collateral Agent hereunder. As used in this Agreement, “"Termination Date” " shall mean the earliest first to occur of (i) the that date upon which the Total Revolving Loan Commitment has and all Interest Rate Protection or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding, all Letters of Credit have been terminated and all other Credit Document Agreement Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) then owing by the Assignor have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof)full, (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the that date upon which the Collateral is automatically released pursuant to the first sentence of Section 26 of Part I of the Fifth Amendment to Credit Agreement or the Administrative Agent releases directs the Collateral in accordance with Agent to release the Collateral pursuant to the second sentence of Section 14.20 26 of Part I of the Fifth Amendment to the Credit Agreement and (iviii) the that date upon which the Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement (or, to the extent any other PBGC Security Document requires termination or releases thereunder to occur in accordance with the provisions of this Agreement, such other PBGC Security Document) shall terminate (provided that all indemnities set forth herein including, without limitation, limitation in Section 11 hereof 8.1 hereof, shall survive any such termination) and the PledgeePBGC (or, to the extent any other PBGC Security Document requires termination or releases thereunder to occur in accordance with the provisions of this Agreement, the collateral agent or mortgagee under such other PBGC Security Document), at the request and expense of the respective PledgorAssignor (or, to the extent any other PBGC Security Document requires termination or releases thereunder to occur in accordance with the provisions of this Agreement, the pledgor, transferor, mortgagor or other corresponding party under such other PBGC Security Document), will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee PBGC or any of its sub-agents hereunder and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document PBGC Obligations (excluding normal continuing indemnity obligations other than indemnities described in Article 8 hereof and any other indemnities set forth in any other PBGC Security Documents, in each case which survive in accordance with their terms, so long as no amounts are not then due and payable in respect thereofpayable) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgeesecurity interest created hereby shall terminate, and the Collateral Agent shall, at the request and expense of the respective PledgorPledgors, will promptly execute and deliver to such Pledgor the Pledgors as promptly thereafter as reasonably practicable a proper instrument or instruments provided to it acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to the Pledgors (without recourse and without any representation or warranty other than a representation that the Collateral Agent has not granted any lien on or security interest in the Collateral) such of the Collateral as may be in the possession of the Collateral Agent or any of its sub-agents and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any proceeds of Collateral at the time held by the Collateral Agent or any of its sub-agents hereunder. (b) Notwithstanding anything to the contrary contained above, upon the presentment of satisfactory evidence to the Collateral Agent in its sole discretion that all obligations evidenced by any Pledged Note have been repaid or otherwise satisfied or forgiven in full, and that any payments received by the applicable Pledgor were permitted to be received by such Pledgor pursuant to Section 6 hereof, the Collateral Agent shall, upon the request and at the expense of such Pledgor, duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty other than a representation that the Collateral Agent has not granted any lien on or security interest in such Pledged Note) such Pledged Note if same is then in the possession of the Collateral Agent or any of its sub-agents and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. (c) In the event that any part of the Collateral is sold in connection with a sale permitted by Section 4.16 of the Indenture or released in accordance with Section 11.05 of the Indenture and the proceeds of such sale or sales or from such release are applied in accordance with, and to the extent required by, the Indenture, to the extent required to be so applied, the Collateral Agent, at the request and expense of the Pledgors, will duly assign, transfer and deliver to the applicable Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Pledgee Collateral Agent or any of its sub-agents and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used . (d) At any time that any Pledgor desires that Collateral be released as provided in this Agreementthe foregoing subsection (a), “Termination Date” (b) or (c), it shall mean deliver to the earliest Collateral Agent a certificate signed by its chief financial officer stating that the release of the respective Collateral is permitted pursuant to such subsection (ia), (b) or (c). (e) The Collateral Agent shall have no liability whatsoever to any Secured Creditor as the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive result of any release of Collateral by it in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in this Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement18.

Termination; Release. (a) After When all the Termination Date Secured Obligations (other than contingent indemnification Obligations as defined below)to which no claim has been asserted) have been paid in full and the Commitments of the Lenders to make any Loan under the Term Loan Credit Agreement shall have expired or been sooner terminated in accordance with the provisions of the Term Loan Credit Agreement, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and terminate. Upon termination of this Agreement, or as otherwise provided in the Term Loan Credit Agreement, the Collateral shall be automatically released from the Lien of this Agreement. Upon such release or any release of Collateral or any part thereof in accordance with the provisions of the Term Loan Credit Agreement, the Collateral Agent shall, upon the request and will duly at the sole cost and expense of the Pledgors, assign, transfer and deliver to such Pledgor (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Collateral or any part thereof to be released (in the case of a release) as may be in the possession of the Pledgee Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used the terms hereof, and, with respect to any other Collateral, proper documents and instruments that any Pledgor shall reasonably request (including PPSA and UCC-3 termination financing statements, financing change statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (b) A Pledgor shall automatically be released from its obligations hereunder and the security interest in this Agreement, “Termination Date” the Collateral of such Pledgor shall mean be automatically released upon the earliest consummation of (i) any transaction permitted by the date upon Term Loan Credit Agreement as a result of which such Pledgor ceases to be a Subsidiary of the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive Borrower in accordance and in compliance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and Term Loan Credit Agreement. (c) Upon any sale or transfer by any Pledgor of any Collateral that is permitted under the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Term Loan Credit Agreement (but subject other than a sale or transfer to another Loan Party in accordance and in compliance with the terms of the Term Loan Credit Agreement), or upon the effectiveness of any deferral requested by written consent to the U.S. Borrower release of the security interest granted hereby in any Collateral pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 10.02 of the Term Loan Credit Agreement and (iv) Agreement, the date upon which the Credit Documents are amended to release all security interest in such Collateral subject to this Agreementshall be automatically released.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has Commitments under the Credit Agreement have been terminated and all Secured Hedging Agreements entitled to the benefits of this Agreement have been terminated, no Note, Loan or Letter of Credit is outstanding and all Credit Document other Obligations (excluding normal continuing indemnity obligations other than indemnities described in Section 11 hereof and described in Section 10.3 of the Credit Agreement, and any other indemnities set forth in any other Collateral Documents, in each case which survive in accordance with their terms, so long as no amounts are not then due and payable) then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementcash.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement and the security interests granted hereby shall automatically terminate and be released without the requirement for any further action by any Person (provided that all indemnities set forth herein including, without limitation, in Section 11 7.1 hereof shall survive any such termination) and the PledgeeCollateral Agent, at the reasonable request and expense of the respective PledgorGrantor, will promptly (and the Secured Creditors hereby authorize the Collateral Agent to) execute and file or deliver to such Pledgor the Borrower or its designee a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor the applicable Grantors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has Commitments under the Credit Agreement have been terminated, all Loans thereunder have been repaid in full, all Letters of Credit issued under the Credit Agreement have been terminated or otherwise addressed in a manner reasonably acceptable to the Administrative Agent or the applicable Issuing Bank(s) and all other Credit Document Obligations (excluding normal continuing indemnity other than Obligations in respect of (x) any Swap Agreements, Bank Product Agreements or Designated Foreign Facility Agreements and (y) contingent reimbursement and indemnification obligations which survive in accordance with their terms, so long as no amounts are not yet accrued and payable) then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After This Security Agreement, the Termination Date Lien in favor of the Collateral Agent (as defined below), this Agreement for the benefit of itself and the other Secured Parties) and all other security interests granted hereby (1) shall terminate with respect to all Secured Obligations when (provided i) the principal of and interest on each Loan and all fees and other Secured Obligations shall have been paid in full in cash provided, however, that all in connection with the termination of this Security Agreement, the Collateral Agent may require such indemnities set forth herein includingas it shall reasonably deem necessary or appropriate to protect the Secured Parties against loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, without limitationand (2) shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Secured Party or the Grantors upon the bankruptcy or reorganization of any Loan Party or otherwise. (b) The Collateral shall be released from the Lien of this Security Agreement in Section 11 accordance with the provisions of the Credit Agreement (which release shall be automatic in the case of any sale, transfer or disposition permitted under Subsection 8.4 of the Credit Agreement). Upon termination hereof shall survive or any such termination) release of Collateral in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and the Pledgee, at the request sole cost and expense of the respective PledgorGrantors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (the Grantors, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) as may be in the possession of the Pledgee Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence 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 Section 10.15(dsuch Collateral, as the case may be. (c) and At any time that the applicable provisions hereof)respective Grantor desires that the Collateral Agent take any action described in clause (b) of this SECTION 9.5, such Grantor shall, upon reasonable 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 (iiia) or (b) of this SECTION 9.5. The Collateral Agent shall have no liability whatsoever to any other Secured Party as the date upon result of any release of Collateral by it as permitted (or which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (ivgood faith believes to be permitted) the date upon which the Credit Documents are amended to release all Collateral subject to by this AgreementSECTION 9.5.

Termination; Release. (a) After When all the Termination Date Secured Obligations (other than contingent indemnification Obligations as defined below)to which no claim has been asserted) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and terminate. Upon termination of this Agreement, or as otherwise provided in the Credit Agreement, the Pledged Collateral shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and will duly at the sole cost and expense of the Pledgors, assign, transfer and deliver to such Pledgor (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in the possession of the Pledgee Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreementthe terms hereof, “Termination Date” shall mean and, with respect to any other Pledged Collateral, proper documents and instruments (including PPSA and UCC-3 termination financing statements or releases) acknowledging the earliest termination hereof or the release of such Pledged Collateral, as the case may be. (b) Notwithstanding the foregoing, if (i) the date upon which Obligations have been paid in full and the Total Revolving Commitments of the Lenders to make any Loan Commitment has or to issue any Letter of Credit under the Credit Agreement shall have expired or been terminated, sooner terminated and all Letters of Credit Document Obligations (excluding normal continuing indemnity obligations which survive have been terminated or cash collateralized in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms provisions of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof)Credit Agreement, (ii) Secured Obligations of the Collateral Release Date as defined type described in Section 10.15(dclause (b) of the Credit Agreement definition of each of Secured Obligations (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d“Remaining Secured Obligations”) remain outstanding and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 all or a portion of the Credit repayment of the Obligations is financed by the proceeds of Indebtedness of one or more Loan Parties or any affiliate of a Loan Party (“Refinancing Indebtedness”) which Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as if the Remaining Secured Obligations have been paid in full and the provisions of paragraph (iva) of this Section 11.4 shall apply concurrently with the date upon which incurrence of the Credit Documents are amended to release all Collateral subject to Refinancing Indebtedness and the securing of the Refinancing Indebtedness and the Remaining Secured Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this AgreementAgreement shall not terminate but shall remain in full force and effect.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has Commitments have been terminated, no Second-Lien Loan Note is outstanding (and all Credit Document Second-Lien Loans have been paid in full), and all other Obligations (excluding normal continuing indemnity obligations other than indemnitees provided for in the Credit Documents for which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereofclaim has been made) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After Upon payment in full of the Termination Date Secured Obligations in accordance with the provisions of the Indenture and any Additional Parity Lien Agreement, or otherwise in accordance with Section 10.04 of the Indenture or any substantially similar provision in any Additional Parity Lien Agreement, the Security Interest granted hereby shall terminate as provided under and in accordance with the terms of the Collateral Trust Agreement, and upon such termination all rights to the Collateral shall revert to Assignors or any other Person entitled thereto. At such time, Collateral Trustee will authorize the filing of appropriate termination statements to terminate such Security Interests. No transfer or renewal, extension, assignment, or termination of this Agreement or of the Indenture, any other Parity Lien Document, or any other instrument or document executed and delivered by any Assignor to Collateral Trustee nor any Additional Notes issued by the Issuer to any Holder, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Assignors, or any of them, by Collateral Trustee, nor any other act of the Secured Creditors, or any of them, shall release any Assignor from any obligation, except a release or discharge executed in writing by Collateral Trustee in accordance with the provisions of this Agreement and the Collateral Trust Agreement. Collateral Trustee shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Collateral Trustee and then only to the extent therein set forth. A waiver by Collateral Trustee of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Collateral Trustee would otherwise have had on any other occasion. (as defined belowb) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than an Assignor), this Agreement shall terminate (provided that all indemnities set forth herein includingin each case in connection with a sale or disposition permitted by the Note Documents and any Additional Parity Lien Agreement, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgeeproceeds of such sale, disposition (or from such release) or loss are applied in accordance with the terms of the Indenture or such other Note Documents or any Additional Parity Lien Agreement, as the case may be, to the extent required to be so applied, subject to the terms and provisions of the Collateral Trust Agreement, Collateral Trustee, at the request and expense of such Assignor and upon satisfaction of each of the respective Pledgorapplicable conditions precedent described in Article 4 of the Collateral Trust Agreement, will promptly duly release from the security interest created hereby (and will execute and deliver to such Pledgor a proper instrument documentation, including termination or instruments acknowledging partial release statements and the satisfaction like in connection therewith) and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or otherwise disposed of, or released, or the subject of a total loss or constructive total loss as provided above and as may be in the possession of the Pledgee Collateral Trustee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this AgreementFurthermore, “Termination Date” shall mean upon the earliest release of (i) any Assignor from the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive Note Guarantee in accordance with their termsthe provisions thereof, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full such Assignor (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit Collateral at such time assigned by the termination hereofrespective Assignor pursuant hereto) shall be released from this Agreement. (c) At any time that an Assignor desires that Collateral Trustee take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 9.8(a) or (b), (ii) such Assignor shall deliver to Collateral Trustee a certificate signed by an Authorized Officer of such Assignor satisfying the Collateral Release Date as defined in conditions of Section 10.15(d4.1(b)(1) of the Credit Collateral Trust Agreement and otherwise stating that the release of the respective Collateral is permitted pursuant to such Section 9.8(a) or (but subject b). (d) Collateral Trustee shall have no liability whatsoever to any deferral requested other Secured Creditor, any Assignor or any other Person as the result of any release of Collateral by it upon receipt of the U.S. Borrower pursuant officers’ certificate described in Section 9.8(c) hereof or which Collateral Trustee in good faith believes to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral be in accordance with this Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement9.8.

Termination; Release. (a) After This Security Agreement, the Termination Date Lien in favor of the Agent (as defined below), this Agreement 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 (provided other than contingent indemnification obligations for which claims have not been asserted) when (i) the Commitments shall have expired or been terminated, (ii) the principal of and interest on each Loan and all fees and other Secured Obligations shall have been indefeasibly paid in full in cash; provided, however, that all in connection with the termination of this Security Agreement, the Agent may require such indemnities set forth herein includingas 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 and (y) any obligations that may thereafter arise with respect to the Other Liabilities. (b) The Collateral shall be released from the Lien of this Security Agreement in accordance with the provisions of the Term Loan Agreement. Upon termination hereof or any release of Collateral in accordance with the provisions of the Term Loan Agreement, without limitationthe Agent shall, in Section 11 hereof shall survive any such termination) upon the request and the Pledgee, at the request sole cost and expense of the respective PledgorGrantors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (the Grantors, against receipt and without recourse and without any representation to or warranty) 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 of this Security Agreement) as may be in the possession of the Pledgee Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence 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 Section 10.15(dsuch Collateral, as the case may be. (c) and At any time that the applicable provisions hereof)respective Grantor desires that the Agent take any action described in clause (b) of this SECTION 8.5, 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 (iiia) or (b) of this SECTION 8.5. The Agent shall have no liability whatsoever to any other Credit Party as the date upon result of any release of Collateral by it as permitted (or which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (ivgood faith believes to be permitted) the date upon which the Credit Documents are amended to release all Collateral subject to by this AgreementSECTION 8.5.