Common use of Termination; Release Clause in Contracts

Termination; Release. (a) On the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation in Section 6.1 hereof, shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such 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 Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the 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 date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time).

Termination; Release. (a) On the Termination Date, this This Agreement shall terminate continue in effect (provided notwithstanding the fact that all indemnities set forth herein including, without limitation in Section 6.1 hereof, shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver from time to such 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 Assignor (without recourse and without any representation or warranty) such of the Collateral as time there may be in no Obligations outstanding) until (such occurrence being the possession of the 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 date upon earlier of (i) the time at which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Collateral shall be sold, transferred or arrangements with respect otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the Secured Hedging Agreements and/or Treasury Services Agreements extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that are satisfactory such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the applicable Secured Hedging Creditor extent such proceeds are the subject of any such sale, assignment, transfer or Treasury Services Creditor have been made disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the express provisions Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of such Secured Hedging Agreement termination statements or Treasury Services Agreement documents pursuant to this Section 7.12 shall not require be without recourse to or warranty by the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)Holder.

Termination; Release. (a) On This Agreement, the Termination Security Interest and all other security interests granted hereby shall terminate in accordance with Section 9.13 of the Pledge and Security Agreement. (b) A Grantor (other than the Parent or the Borrower) 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 a result of which such Grantor ceases to be a Subsidiary or a Restricted Subsidiary of the Parent. (c) Upon a Collateral Release Date, each Grantor shall be released from its obligations hereunder and the Security Interest in the Collateral of such Grantor shall be released in accordance with Section 5.13 of the Credit Agreement. (d) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to the Credit Agreement or the Pledge and Security Agreement, the Security Interest in such Collateral shall be automatically released. (e) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Agreement Section 5, the Collateral Agent shall terminate (provided execute and deliver to any Grantor at such Grantor’s expense, all UCC termination statements, releases and similar documents that all indemnities set forth herein includingsuch Grantor shall reasonably request to evidence such termination or release; provided, without limitation in Section 6.1 hereofhowever, that no such documents shall survive be required unless such termination) and Grantor shall have delivered to the Collateral Agent, at least ten Business Days prior to the request and expense date such documents are required by such Grantor, or such lesser period of the respective Assignor, will promptly execute and deliver to such 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 Assignor (without recourse and without any representation or warranty) such of time as agreed by the Collateral as may Agent, written request for release describing the item of Collateral and the consideration to be received in the possession sale, transfer, or other disposition and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and as has not theretofore been sold a certificate by such Grantor to the effect that the transaction is in compliance with the Loan Documents. Any execution and delivery of termination statements, releases, or otherwise applied or released other documents pursuant to this Agreement. As used in this Agreement, “Termination Date” Section 5 shall mean be without recourse to or warranty by the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)Collateral Agent.

Termination; Release. (a) On the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation limitation, in Section 6.1 hereof, 13 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective Assignorsuch Pledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code UCC termination statements on form UCC-3statements) 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent 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 date upon which Credit Agreement, and the Total Revolving Loan Commitment under proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the 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 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 theretofore been released pursuant to this Agreement. Furthermore, upon the release of any Guarantor from the 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. (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 time that the Company or the respective Pledgor desires that a Guarantor which has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid released from the Guaranty be released hereunder as provided in fullthe penultimate sentence of Section 22(b), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory it shall deliver to the Administrative Agent Pledgee a certificate signed by a Responsible Officer of the Company and the respective Issuing Lenders 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, or which arrangements, the Pledgee in any event, shall require such cash collateral or backstop letter of credit good faith believes to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time))accordance with, all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)this Section 22.

Termination; Release. (a) On This Security Agreement, the Termination DateLien in favor of the Agent (for the benefit of itself and the other Secured Parties (and to the extent applicable pursuant to Section 10.1, any 2037 ASC Debentures Holder)) 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 and (ii) the principal of and interest on each Loan and all fees and other Secured Obligations (other than contingent obligations not yet due) shall have been 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 Secured 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 Cash Management Obligations or Bank Products, and (z) any Secured Obligations (and to the extent provided in Section 10.1, 2037 ASC Debentures Obligations) that may thereafter arise under Sections 12.5 or 12.6 of the Credit Agreement, provided, further, that the 2037 ASC Debentures Obligations shall no longer be secured hereby and this Security Agreement shall terminate (provided that all indemnities set forth herein including, without limitation be deemed terminated in Section 6.1 hereof, shall survive such termination) and the event the Secured Obligations are no longer required to be secured hereby as a result of the release of the Collateral Agentby the Agent as permitted hereunder and under the Credit Agreement. Upon termination of this Security Agreement the Collateral shall be released from the Lien of this Security Agreement. Upon such release or any release of Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Agent shall, upon the request and at the request sole cost and expense of the respective AssignorGrantors, will promptly execute and deliver to such 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 Assignor (the Grantors, against receipt and without recourse and without any representation to or warranty) warranty by the 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 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 the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminatedand, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to any other Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsCollateral, as the case may be. (b) Provided that no Event of Default is then occurring, a Grantor shall automatically be released from its obligations hereunder and the Lien in favor of the Agent on the Collateral of such Grantor shall be automatically released if (i) such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Credit Agreement or becomes an Excluded Subsidiary or (ii) is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guarantee is prohibited by the terms of such Qualified Real Estate Financing Facility; provided that no such release shall occur if such Grantor continues to be a guarantor in respect of any ABL Facility Indebtedness or any Additional Pari Term Debt (as defined in the ABL Intercreditor Agreement) or any Permitted Refinancing thereof (as defined in and incurred in compliance with the terms of the ABL Credit Agreement as in effect on the date hereof). (c) Upon any Permitted Disposition by any Grantor of any Collateral, or if any pledge by a parent holding company of the stock of a Real Estate Subsidiary securing a Qualified Real Estate Financing Facility is prohibited by the terms of such Qualified Real Estate Financing Facility, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 12.3 of the Credit Agreement, provided that no Event of Default is then occurring, the security interest in such Collateral shall be automatically released. (d) Notwithstanding anything to the contrary contained in this Security Agreement or any Financing Agreement, upon (i) the release by the ABL Secured Parties (as defined in the ABL Intercreditor Agreement) of any Lien or security interest created in any ABL Priority Collateral (as defined in the ABL Intercreditor Agreement), other than any such release in connection with the termination of the ABL Facility, and (ii) delivery to the Agent of an officer’s certificate of the Parent Borrower certifying that such release has occurred, the lien and security interest created hereunder shall automatically terminate with respect to such ABL Priority Collateral (as defined in the ABL Intercreditor Agreement). (e) Notwithstanding clause (d) above, if, after any release of Collateral pursuant to such clause (d), any Indebtedness that would constitute ABL Obligations under the ABL Intercreditor Agreement becomes secured by any ABL Priority Collateral (as defined in the ABL Intercreditor Agreement), such ABL Priority Collateral and related collateral documents, and all Liens granted or purported to be granted therein, released pursuant to clause (d) above shall be automatically reinstated on the same terms as of the date they were terminated and the Grantors shall take all actions and deliver all documents (collectively, the “New Collateral Documents”) reasonably requested by the Agent as may be necessary to create and perfect the Liens of the Agent in such Collateral, in form and substance reasonably satisfactory to the Agent, within 60 days of such date (or such longer period as the Agent may agree in its reasonable discretion). The Agent is hereby authorized to enter into any New Collateral Documents. (f) The Collateral shall be released from the Lien of this Security Agreement in accordance with the provisions of this Security Agreement, the ABL Intercreditor Agreement and the Credit Agreement. Upon termination hereof or any release of Collateral in accordance with the provisions of this Security Agreement, the ABL Intercreditor Agreement or the Credit Agreement, the Agent shall, upon the request and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Agent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) as may be in possession of the Agent and as shall not have been made sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the express provisions release of such Collateral, as the case may be. (g) At any time that the respective Grantor desires that the Agent take any action described in clause (f) of this Section 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 this Section 9.5. The Agent shall have no liability whatsoever to any other Secured Hedging Agreement Party (or Treasury Services Agreement shall not require any 2037 ASC Debentures Holder) as the related Obligations result of any release of Collateral by it as permitted (or which the Agent in good faith believes to be repaid or cash collateralized at such time)permitted) by this Section 9.5.

Termination; Release. (a) On This Agreement and the Termination Date, this Agreement Security Interest hereunder (i) shall terminate upon termination of the Commitments, payment in full of the Obligations (provided that all indemnities set forth herein includingother than contingent, without limitation in Section 6.1 hereof, shall survive such terminationunasserted indemnification obligations and obligations and liabilities under Treasury Services Agreements and Swap Contracts not due and payable) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument expiration 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 Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the 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 date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (other than Letters of Credit that are Cash Collateralized or have been cash collateralized or backstopped back-stopped by another a letter of creditcredit in form, in either case on terms amount and pursuant to arrangements substance reasonably satisfactory to the applicable L/C Issuer or a deemed reissuance under another facility as to which other arrangements satsifactory to the Administrative Agent and the respective Issuing Lenders applicable L/C Issuer have been made) and (which arrangements, in any event, ii) shall require such cash collateral or backstop letter of credit continue to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (effective or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditorsreinstated, as the case may be, have been made if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Secured Party or any Pledgor upon the express provisions bankruptcy or reorganization of any Loan Party or otherwise. (b) A Pledgor shall be automatically released from its obligations under this Agreement, and any Security Interest granted (x) by such Pledgor or (y) in any Capital Stock of such Secured Hedging Pledgor shall automatically terminate, upon (i) the sale or disposition of all equity interests of such Pledgor to a Person other than the Borrower or a Guarantor or (ii) the consummation of any other transaction permitted by the Credit Agreement as a result of which such Pledgor becomes an Excluded Subsidiary. (c) Upon any Collateral being or Treasury Services becoming an Excluded Asset, the Security Interests created pursuant to this Agreement on such Collateral shall not require be automatically released. (d) In connection with any termination or release pursuant to the related Obligations foregoing clauses (a), (b) or (c), the Security Agent shall execute and deliver to be repaid or cash collateralized any Pledgor, at such time)Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release, subject to, if reasonably requested by the Security Agent, the Security Agent’s receipt of a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents. Any execution and delivery of documents pursuant to this Section 5.17 shall be without recourse to or warranty by the Security Agent.

Termination; Release. (a) On the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation in Section 6.1 hereof, shall survive such termination) and the Collateral Agent, Agent at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination PPSA discharge statements on form UCC-33C) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the 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 date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time).

Termination; Release. (a) On When all the Termination DateSecured Obligations have been paid in full (other than inchoate indemnification and cost reimbursement obligations not then due) 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 includingterminate. Upon termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement and upon the sale by any Pledgor of any Pledged Collateral in accordance with or without any violation of Section 7.5 of the Credit Agreement, without limitation in Section 6.1 hereof, such Pledged Collateral shall survive such termination) and be released from the Lien of this Agreement. Within no more than 30 days from notice to the Collateral AgentAgent of 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 request sole cost and expense of the respective AssignorPledgors, will promptly execute and deliver to such 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 Assignor (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 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 the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminatedand, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsPledged Collateral, as the case may be. (b) Notwithstanding Section 2.1, have been made in connection with the granting of a Lien permitted by Section 7.1(d) of the Credit Agreement in any Real Property or Equipment owned by a Pledgor or with the express provisions disposition of Receivables Assets of a Pledgor permitted by Section 7.5(i) of the Credit Agreement pursuant to a Permitted Receivables Financing, the Collateral Agent shall, at such Pledgor’s request if required by the lender or lessor providing Debt to be secured by such Lien or such Receivables Assets, as applicable, at such Pledgor’s expense, execute and deliver such documents as such Pledgor shall reasonably request to evidence the release of such Secured Hedging item or items of Pledged Collateral from the Lien of this Agreement; provided, however, that such Pledgor shall have delivered to the Collateral Agent, at least three Business Days prior to the date of the proposed release, a written request describing the items of Collateral, together with a form of release for execution by the Collateral Agent, and a certificate of the chief financial officer of such Pledgor to the effect that the transaction is in compliance with the Credit Agreement or Treasury Services Agreement shall not require and as to such other matters as the related Obligations to be repaid or cash collateralized at such time)Collateral Agent may reasonably request.

Termination; Release. (a) On This Agreement and the Termination Date, this Agreement Security Interest hereunder (i) shall terminate upon termination of the Commitments, payment in full of the Obligations (provided that all indemnities set forth herein includingother than contingent, without limitation in Section 6.1 hereof, shall survive such terminationunasserted indemnification obligations and obligations and liabilities under Treasury Services Agreements and Swap Contracts not due and payable) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument expiration 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 Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the 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 date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (other than Letters of Credit that are Cash Collateralized or have been cash collateralized or backstopped back-stopped by another a letter of creditcredit in form, in either case on terms amount and pursuant to arrangements substance reasonably satisfactory to the applicable L/C Issuer or a deemed reissuance under another facility as to which other arrangements satsifactory to the Administrative Agent and the respective Issuing Lenders applicable L/C Issuer have been made) and (which arrangements, in any event, ii) shall require such cash collateral or backstop letter of credit continue to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (effective or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditorsreinstated, as the case may be, have been made if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Secured Party or any Pledgor upon the express provisions bankruptcy or reorganization of any Loan Party or otherwise. (b) A Pledgor shall be automatically released from its obligations under this Agreement, and any Security Interest granted (x) by such Pledgor or (y) in any Capital Stock of such Secured Hedging Pledgor shall automatically terminate, upon (i) the sale or disposition of all equity interests of such Pledgor to a Person other than the Borrower or a Guarantor or, (ii) the consummation of any other transaction permitted by the Credit Agreement as a result of which such Pledgor becomes an Excluded Subsidiary or Treasury Services (iii) as provided under Section 9.20 of the Credit Agreement. (c) Upon any Collateral being or becoming an Excluded Asset, the Security Interests created pursuant to this Agreement on such Collateral shall not require be automatically released. (d) In connection with any termination or release pursuant to the related Obligations foregoing clauses (a), (b) or (c), the Security Agent shall execute and deliver to be repaid or cash collateralized any Pledgor, at such time)Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release, subject to, if reasonably requested by the Security Agent, the Security Agent’s receipt of a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents. Any execution and delivery of documents pursuant to this Section 5.17 shall be without recourse to or warranty by the Security Agent.

Termination; Release. (a) On This Security Agreement and the Termination Date, this Agreement Security Interest shall terminate when all Commitments have expired or otherwise terminated and all Credit Obligations have been finally and indefeasibly paid in full in cash and all Letters of Credit have expired and all LC Disbursements have been reimbursed in full in cash. Upon termination of this Security Agreement, the Collateral shall be released from the Lien of this Security Agreement. Upon the effectiveness of any written consent to the release of the Security Interest in any Collateral pursuant to Section 10.2 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released. Upon any sale, transfer or other disposition of Collateral permitted by the Loan Documents (provided other than to a Loan Party), the Security Interest in such Collateral shall be automatically released (other than to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds or otherwise) that all indemnities set forth herein includingwould, without limitation but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in Section 6.1 hereofwhich event the Lien created hereunder shall continue in such property). In addition, if any of the Pledged Equity Interests in any Subsidiary or subsidiary, as applicable, are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations of such Subsidiary or subsidiary, as applicable, under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall survive such termination) and be automatically released. In connection with any termination or release pursuant to this Section, the Collateral Agent, at the request and expense of the respective Assignor, will promptly Administrative Agent shall execute and deliver to the applicable Grantor, at such Assignor a proper instrument or instruments (including Grantor’s own cost and expense, all Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and similar documents that such Grantor may reasonably request to evidence such termination or release. Any execution and delivery of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released documents pursuant to this Agreement. As used in this Agreement, “Termination Date” Article shall mean the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (be without recourse to or have been cash collateralized or backstopped warranty by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in or any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under other Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)Party.

Termination; Release. (a) On the Termination Date, this This Security Agreement shall terminate continue in effect (provided notwithstanding the fact that from time to time there may be no Obligations outstanding) until (i) the Credit Agreement has terminated pursuant to its express terms and (ii) all indemnities set forth herein including, without limitation of the Obligations (other than contingent obligations for which no claim has been made) have been indefeasibly paid and performed in Section 6.1 hereof, shall survive such termination) full and no commitments of the Administrative Agent or the Secured Parties which would give rise to any Obligations are outstanding. Upon termination of this Security Agreement the Collateral Agentshall be released from the Lien of this Security Agreement. Upon any sale, lease, transfer or other disposition by any Grantor (and to any Person that is not another Grantor) of any Collateral that is permitted by and made in accordance with all applicable terms of the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.1 of the Credit Agreement, the security interest in such Collateral shall in each case be automatically released. Upon any such release contemplated above, the Administrative Agent shall, upon the request and at the request sole cost and expense of the respective Assignor, will promptly execute and deliver to such 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 assignGrantors, transfer and deliver to such Assignor (Grantor, 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 Collateral as may or any part thereof to be released (in the case of any such Collateral to be released that is then in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this AgreementAdministrative Agent), “Termination Date” shall mean the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (and all Loans proper documents and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated instruments (including UCC-3 termination financing statements or have been cash collateralized or backstopped releases) as are reasonably requested by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to any Grantor acknowledging the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsCollateral, as the case may be. (b) If, have been made in compliance with this Security Agreement and the Credit Agreement, (i) any Voting Stock issued by any First-Tier Foreign Subsidiary is redeemed by such First-Tier Foreign Subsidiary, (ii) any Voting Stock issued by any First-Tier CFC Holdco is redeemed by such First-Tier CFC Holdco, (iii) any Subsidiary becomes a First-Tier Foreign Subsidiary or a First-Tier CFC Holdco, or (iv) any Subsidiary becomes a Subsidiary of a First-Tier Foreign Subsidiary, then, in each case, the express provisions Capital Stock of the relevant Subsidiary or First-Tier CFC Holdco shall be automatically and without further action released from the security interests created by this Agreement so that the Capital Stock of such Secured Hedging Agreement Subsidiary or Treasury Services First-Tier CFC Holdco subject to the security interests created by this Agreement shall not require at any time include more than 65% of the related Obligations total outstanding Voting Stock of any First-Tier Foreign Subsidiary or any First-Tier CFC Holdco or any Capital Stock of any Subsidiary of a First-Tier Foreign Subsidiary, and, upon the written request of the applicable Grantor, any certificates representing such released Capital Stock shall be returned to be repaid or cash collateralized at such time)Grantor.

Termination; Release. (a) On the Termination DateDate (as defined below), 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 Pledgors (provided that all indemnities set forth herein including, without limitation limitation, in Section 6.1 hereof, 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective Assignorsuch Pledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent 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). As used in this Agreement, “Termination Date” shall mean the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (terminated and all Loans and Unpaid Drawings Credit Document Obligations have been paid in full), no Note (as such term is defined in the Credit Agreement) under the Credit Agreement is outstanding and all Letters of Credit Term Loans thereunder have been terminated (or have been cash collateralized or backstopped by another letter of credit, repaid in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations full (other than indemnities (x) contingent indemnification obligations and (y) obligations and liabilities under the Credit Documents which are not then due Designated Interest Rate Protection Agreements and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Designated Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such timeAgreements).

Termination; Release. (a) On After the Termination DateDate (as -------------------- defined below), this Agreement Agreement, the Guaranty and the security interests created hereby shall terminate (provided that all indemnities set forth herein including, without limitation limitation, in Section 6.1 hereof, 3.14 hereof shall survive any such termination) and the Collateral Agent, at the request and expense of the respective Assignorany Pledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, including without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance and will duly assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the 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 or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertified 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 3.3(a)(ii) hereof or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv) hereof. As used in this Agreement, “"Termination Date” " shall mean the date upon which the Total ---------------- Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Credit Facility Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable IRL Obligations have been paid in full full; provided that (i) if on the Termination Date, any Additional Debt Agreement or arrangements with respect Other Debt Agreements remain outstanding, or any Additional Debt Obligations or Other Debt Obligations remain unpaid and (ii) the Borrower and the holders of any such outstanding obligations described in clause (i) above appoint a replacement Collateral Agent to act as such hereunder, the Termination Date shall be extended to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory date agreed to by the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated parties described in this clause (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such timeii).

Termination; Release. (a) On the Termination DateDate (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation limitation, in Section 6.1 hereof, 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the written request and sole expense of the respective Assignorsuch Pledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code UCC termination statements on form UCC-3statements) 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent 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 date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated and all Secured Hedging Agreements entitled to the benefits of this Agreement have been terminated, no or Note (as defined in the Credit Agreement) is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under described in Section 11 hereof and described in Section 13.01 of the Credit Documents Agreement, and any other indemnities set forth in any other Security Documents, in each case which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)full.

Termination; Release. (a) On This Security Agreement, the Termination Date, this Agreement shall terminate Lien in favor of the Agent (provided that all indemnities set forth herein including, without limitation in Section 6.1 hereof, shall survive such terminationfor the benefit of itself and the other Credit Parties) and all other security interests granted or otherwise held by Agent (for the Collateral benefit of itself and the other Credit Parties) shall automatically terminate without further action on the part of any Person, when (i) the Commitments shall have expired or been terminated and the L/C Issuer has no further obligation to issue Letters of Credit (as defined in the Credit Agreement) under the Credit Agreement, (ii) the principal of and interest on each Loan and all fees and other Secured Obligations shall have been paid in full in cash, and (iii) all Letters of Credit (as defined in the 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 L/C Issuer and the Agent, provided, however, that (A) this Security Agreement, the Lien in favor of the Agent (for the benefit of itself and the other 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 Grantor upon the bankruptcy or reorganization of any Grantor or otherwise, and (B) in connection with the termination of this Security Agreement, the Agent may require such indemnities and collateral security as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (y) any obligations that may thereafter arise with respect to 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 automatically released from the Lien of this Security Agreement in accordance with the provisions of this Security Agreement and the Credit Agreement. Upon termination hereof or any release of Collateral in accordance with the provisions of this Security Agreement and the Credit Agreement, the Agent shall promptly, upon the request and at the request sole cost and expense of the respective AssignorGrantors, will promptly execute and deliver to such 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 Assignor (the Grantors or their designees, against receipt and without recourse and without any representation to or warranty) warranty by the Agent, such of the Collateral as may or other property to be released (in the possession case of a release) or all of the Collateral (in the case of termination of this Security Agreement) that has been delivered to the Agent pursuant to the terms hereof 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 the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminatedand, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to any other Collateral or property, proper documents and instruments (including authorization to file UCC-3 termination statements or releases) acknowledging the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement Collateral or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditorsproperty, as the case may be. (c) At any time that the respective Grantor desires that the Agent take any action described in clause (b) of this SECTION 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. The Agent shall have been made no liability whatsoever to any other Credit Party as the result of any release of Collateral by it as permitted (or which the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations Agent in good faith believes to be repaid or cash collateralized at such time)permitted) by this SECTION 9.5.

Termination; Release. (a) On the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation in Section 6.1 hereof8.1 hereof and in Section 6 of Annex N hereto, shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such 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 Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the 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 date upon which the Total Revolving Loan Commitment Commitments under the Credit Agreement has have been terminatedterminated and all Interest Rate Agreements entered into with any Interest Rate Creditor have been terminated (or cash collateralized in a manner reasonably satisfactory to the Administrative Agent), no Note under the Credit Agreement is outstanding (and all Loans and Unpaid Drawings thereunder have been paid repaid in full)full in cash in accordance with the terms thereof, all Letters of Credit issued under the Credit Agreement have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably a manner satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)Agent), all Second Lien Obligations under Secured Hedging Agreements and Treasury Services Agreements have been paid in full in cash (or defeased or discharged) in accordance with the terms thereof and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full; provided, however, at such time as (x) all First Lien Obligations have been paid in full (in cash in accordance with the terms thereof and all Commitments under the Credit Agreement have been terminated and all Letters of Credit have been terminated or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are cash collateralized in a manner satisfactory to the applicable Secured Hedging Creditor Administrative Agent or Treasury Services Creditor (y) the First Lien Creditors have been made or released their Liens on all of the express provisions of such Secured Hedging Collateral then, in either case, this Agreement or Treasury Services Agreement and the security interests created hereby shall not require the related Obligations to be repaid or cash collateralized at such timeterminate (provided that all indemnities set forth herein (including, without limitation, in Section 8.1 hereof) and all in Section 6 of Annex N hereto shall survive such termination) unless, in the case of preceding clause (x), any Event of Default under the Senior Secured Hedging Agreements Notes Indenture exists as of the date on which the First Lien Obligations are repaid in full and Treasury Services Agreements have been terminated as described in such clause (or arrangements with respect x), in which case the security interests created under this Agreement in favor of the Second Lien Creditors will not be released except to the extent the Collateral or any portion thereof was disposed of in order to repay the First Lien Obligations (although the security interests created in favor of the Second Lien Creditors will be released when such Event of Default and all other Events of Default under the Senior Secured Hedging Agreements and Treasury Services Agreements that are satisfactory Notes Indenture cease to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such timeexist).

Termination; Release. (a) On The Pledged Collateral and the Termination Date, 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 in limitation, Section 6.1 hereof9.11(a), shall survive such termination(b) and the Collateral Agent, at the request and expense or (c) of the respective AssignorCredit Agreement. Furthermore, will promptly execute when all the Secured Obligations have been paid in full (other than (A) contingent obligations not then due and deliver to such Assignor a proper instrument or instruments payable and (including Uniform Commercial Code termination statements on form UCC-3B) acknowledging obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements), the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such Commitments of the Collateral as may be in the possession Lenders to make any Loan or to issue any Letter of the 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 date upon which the Total Revolving Loan Commitment Credit under the Credit Agreement has shall have expired or been terminated, no Note is outstanding (sooner terminated and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been 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 backstopped by another letter disposition of credit, in either case on terms and any Pledged Collateral pursuant to arrangements reasonably satisfactory a transaction (including a dividend or distribution) permitted under the Credit Agreement (other than any sale or disposition to another Pledgor), such 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 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 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 possession of the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, as shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (sold or arrangements 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, or other documentation as such Pledgor shall reasonably request) acknowledging the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsPledged Collateral, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time).

Termination; Release. (a) On If the Seller Obligations have been paid in full as of the Termination DateDate (as defined below), this Agreement and the security interest created hereby shall terminate (provided that all indemnities set forth herein includingterminate, without limitation in Section 6.1 hereof, shall survive such termination) and the Collateral Agent, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor the 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 Assignor the Pledgor (without recourse and without any representation or warrantywarranty 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 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 or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the date upon which the Total Revolving Loan Commitment under the Credit Agreement has Commitments and all Interest Rate Protection or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans and Unpaid Drawings have been paid repaid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable owing have been paid in full full. If any Seller Obligations remain outstanding as of the Termination Date, (x) Bankers Trust Company or arrangements with respect any successor thereto shall cease to be the Collateral Agent and shall be relieved of all obligations hereunder, (y) the Seller Agent shall become the Collateral Agent succeeding to all of the rights and obligations of Bankers Trust Company or its successor and (z) Bankers Trust company shall deliver to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to Seller Agent the applicable Secured Hedging Creditor certificates and instruments representing the Pledged stock and the Pledged Notes, together with any stock powers or Treasury Services Creditor have been made or other instruments of transfer then in the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)Collateral Agent's possession.

Termination; Release. (a) On the Termination Date, this Agreement and the security interests created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation limitation, in Section 6.1 hereof, 11 hereof and Section 6 of Annex N to the U.S. Security Agreement shall survive any such termination) ), and the Collateral AgentPledgee, at the request and expense of the respective Assignorany Pledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent 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 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 date upon which the Total Revolving Loan Commitment Commitments under the Credit Agreement has have been terminatedterminated and all Interest Rate Agreements entered into with any Interest Rate Creditor have been terminated (or cash collateralized to the reasonable satisfaction of the Pledgee), no Note under the Credit Agreement is outstanding (and all Loans and Unpaid Drawings thereunder have been paid repaid in full)full in cash in accordance with the terms thereof, all Letters of Credit issued under the Credit Agreement have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably a manner satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)Agent), all Second Lien Obligations under Secured Hedging Agreements and Treasury Services Agreements have been paid in full in cash (or defeased or discharged) in accordance with the terms thereof and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full in accordance with the terms thereof; provided, however, at such time as (x) all First Lien Obligations have been paid in full in cash in accordance with the terms thereof and all Commitments under the Credit Agreement have been terminated and all Letters of Credit have been terminated or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are cash collateralized in a manner satisfactory to the applicable Secured Hedging Creditor Administrative Agent or Treasury Services Creditor (y) the First Lien Creditors have been made or released their Liens on all of the express provisions Collateral then, in either case, this Agreement and the security interests created hereby shall terminate (provided that all indemnities set forth herein (including, without limitation, in Section 11 hereof) and in Section 6 of such Secured Hedging Agreement or Treasury Services Annex N to the U.S. Security Agreement shall survive such termination) unless, in the case of preceding clause (x), any Event of Default under the Senior Secured Notes Indenture exists as of the date on which the First Lien Obligations are repaid in full and terminated as described in such clause (x), in which case the security interests created under this Agreement in favor of the Second Lien Creditors will not require be released except to the related extent the Collateral or any portion thereof was disposed of in order to repay the First Lien Obligations to (although the security interests created in favor of the Second Lien Creditors will be repaid or cash collateralized at released when such time) Event of Default and all other Events of Default under the Senior Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect Notes Indenture cease to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such timeexist).

Termination; Release. (a) On After the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation limitation, in Section 6.1 hereof, 8.1 hereof shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code UCC termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the 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 date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated and all Covered Agreements entered into with any Other Creditor have been terminated, no Note under the Credit Agreement is outstanding (and all Loans and Unpaid Drawings thereunder have been paid repaid in full), all Letters of Credit issued under the Credit Agreement have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under described herein and described in Section 12.01 of the Credit Documents Agreement, and any other indemnities set forth in any other Credit Documents, in each case which are not then due and payable) then due and payable have been paid in full. (b) 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 time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminated, in connection with a sale or disposition permitted by Section 8.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or arrangements with respect all the Lenders if required by Section 12.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to Debt Agreements, and in the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or case of clauses (x) and (y), the express provisions proceeds of such Secured Hedging sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all other Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsDebt Agreement, as the case may be, have to the extent required to be so applied, the Collateral Agent, at the request and expense of such Assignor, will duly release from 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 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, and as may be in the possession of the Collateral Agent and has not theretofore been made released pursuant to this Agreement. Furthermore, upon the release of any Subsidiary Guarantor from the Subsidiaries Guaranty in accordance with the provisions thereof, such Assignor (and the Collateral at such time assigned by the respective Assignor pursuant hereto) shall be released from this Agreement. (c) At any time that an Assignor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 10.8(a) or (b), such Assignor shall deliver to the Collateral Agent a certificate signed by an Authorized Officer of such Assignor stating that the release of the respective Collateral is permitted pursuant to such Section 10.8(a) or (b). At any time that the Borrower or the express provisions respective Assignor desires that a Subsidiary of the Borrower which has been released from the Subsidiaries Guaranty be released hereunder as provided in the last sentence of Section 10.8(b), it shall deliver to the Collateral Agent a certificate signed by an Authorized Officer of the Borrower and the respective Assignor stating that the release of the respective Assignor (and its Collateral) is permitted pursuant to such Section 10.8(b). (d) The Collateral Agent shall have no liability whatsoever to any other Secured Hedging Agreement Creditor as the result of any release of Collateral by it in accordance with (or Treasury Services Agreement shall not require which the related Obligations Collateral Agent in the absence of gross negligence and willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable jurisdiction) believes to be repaid or cash collateralized at such time)in accordance with) this Section 10.8.

Termination; Release. (a) On (i) When all the Termination DateObligations (other than contingent indemnification obligations not then due) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit (as defined in the Credit Agreement) 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 automatically terminate and (provided that all indemnities set forth herein includingii) upon the disposition of any Pledged Collateral by any Pledgor (other than a disposition to another Pledgor) permitted by, without limitation and in Section 6.1 hereofaccordance with, the Credit Agreement, the pledge hereunder in respect of such Pledged Collateral only shall survive terminate and such termination) and Pledged Collateral shall automatically be released from the Lien of this Agreement. Upon termination of this Agreement the Pledged Collateral shall automatically 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 AgentAgent shall, upon the request and at the request sole cost and expense of the respective AssignorPledgors, will promptly execute and deliver to such 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 Assignor (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 Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC‑3 termination financing statements, mortgage releases, property releases or other releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. (b) Notwithstanding the foregoing, if (i) the Obligations (other than contingent indemnification obligations not then due) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit (as defined in the Credit Agreement. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Revolving Loan Commitment ) under the Credit Agreement has shall have expired or been terminated, no Note is outstanding (sooner terminated and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to accordance with the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% provisions of the aggregate Stated Amount Credit Agreement, (ii) Obligations of all Letters the type described in clause (b) of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other the definition of Obligations (other than indemnities under “Remaining Obligations”) remain outstanding and (iii) all or a portion of the Credit Documents 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 are not then due and payable) then due and payable Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as if the Remaining Obligations have been paid in full (or arrangements with respect to and the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services paragraph (a) of this Section 14.4 shall apply concurrently with the incurrence of the Refinancing Indebtedness and the securing of the Refinancing Indebtedness and the Remaining Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) terminate but shall remain in full force and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)effect.

Termination; Release. (a) On When all the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation Secured Obligations have been paid in Section 6.1 hereof, shall survive such termination) full and the Collateral Agent, at the request and expense Commitments of the respective Assignor, will promptly execute and deliver Lenders to such Assignor a proper instrument make any Loan or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination to issue any Letter of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the 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 date upon which the Total Revolving Loan Commitment Credit under the Credit Agreement has shall have expired or been terminated, no Note is outstanding (sooner terminated and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, [or upon the expiration of the Mortgaged Lease, or any early termination by Mortgagor of such Mortgaged Lease to the extent permitted herein as provided herein,] this Mortgage shall terminate. Upon termination hereof 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 sole cost and expense of the Mortgagor, forthwith assign, transfer and deliver to the Mortgagor, against receipt and without recourse to or warranty by the Mortgagee, such of the Mortgaged Property to be released (or in the case of a release) as may be in possession of the Mortgagee and as shall not have been cash collateralized sold or backstopped by another letter of credit, in either case on terms and otherwise applied pursuant to arrangements the terms hereof, and, with respect to any other Mortgaged Property, proper documents and instruments (including UCC termination statements or releases) reasonably satisfactory to the Administrative Agent and Mortgagor acknowledging the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsMortgaged Property, as the case may be, have been made or the express provisions of such Secured Hedging Agreement assigning same to a party designated by Mortgagor, and in each case in form and executed in all respects appropriate for recording or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)filing in all applicable state, county and municipal offices.

Termination; Release. (a) On When all the Termination DateCredit Agreement Obligations 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 limitation, any Lien granted hereunder for the benefit of the Existing Senior Notes Secured Parties). 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 Section 6.1 hereofaccordance with the provisions of the Credit Agreement, shall survive such termination) and the Collateral AgentAgent shall, upon the request and at the request sole cost and expense of the respective AssignorPledgors, will promptly execute and deliver to such 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 Assignor (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 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 the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminatedand, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsPledged Collateral, as the case may be, . (b) This Agreement and the security interest with respect to the Pledge Collateral shall terminate with respect to the Existing Senior Notes Trustee and the Existing Senior Notes Holders when all Existing Senior Notes Obligations have been made indefeasibly paid in full. (c) A Pledgor shall automatically be released from its obligations hereunder if it ceases to be a Guarantor in accordance with Section 9.11(b) of the Credit Agreement. (d) The Lien granted hereby in any Pledged Collateral shall automatically be released (i) upon the sale or disposition thereof (other than any sale or disposition to another Pledgor) provided that such sale or disposition is permitted by the express provisions Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 9.11(a)(iii) of the Credit Agreement. Any such release in connection with any sale, transfer or other disposition of such Secured Hedging Agreement Collateral shall result in such Collateral being sold, transferred or Treasury Services Agreement disposed of, as applicable, free and clear of the Lien created hereby. (e) In connection with any termination or release pursuant to paragraph (c) or (d) above, the Collateral Agent shall not require the related Obligations execute and deliver to be repaid or cash collateralized any Pledgor, at such time)Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 11.4 shall be without recourse to or warranty by the Collateral Agent.

Termination; Release. (a) On After the Termination Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation limitation, in Section 6.1 hereof, 11 hereof shall survive any such termination) ), and the Collateral AgentPledgee, at the request and expense of the respective Assignorsuch Pledgor, will promptly execute and deliver to such Assignor any 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent 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 and, with respect to any Collateral consisting of an Uncertificated Security, Corporate Stock or a Limited Liability Company Interest (other than an Uncertificated Security, Corporate Stock 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 date upon which the Total Revolving Loan Commitment all Commitments under the Credit Agreement has have been terminated, no Note under the Credit Agreement is outstanding (and all Loans and Unpaid Drawings thereunder have been paid repaid in full)full in accordance with the terms thereof, all Letters of Credit issued under the Credit Agreement have been terminated (or have been cash collateralized or backstopped by another letter of creditterminated, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements in cash in accordance with respect the terms thereof. In the event that any Subsidiary Guarantor is released from its Obligations hereunder pursuant to Section 7.1.9 of the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to Credit Agreement, the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or Pledgee, at the express provisions request and expense of such Secured Hedging Agreement or Treasury Services Agreement Subsidiary Guarantor, shall not require the related Obligations to be repaid or cash collateralized at execute and deliver an instrument acknowledging such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)Subsidiary Guarantor’s release from this Agreement.

Termination; Release. (a) On The Pledged Collateral and the Termination DateSecured Obligations of any Pledgor shall be released from the Lien of this Agreement in accordance with the provisions of the Credit Agreement, including Section 9.11 of the Credit Agreement. Furthermore, when all the Secured Obligations have been paid in 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) 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, this Agreement shall terminate 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 (provided that all indemnities set forth herein includingother than any sale or disposition to another Pledgor), without limitation such 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 Section 6.1 hereofaccordance with the provisions of the Credit Agreement, shall survive such termination) and the Collateral AgentAgent shall, upon the request and at the request sole cost and expense of the respective AssignorPledgors, will promptly execute and deliver to such 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 Assignor (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 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 the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminatedand, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements 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 Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsPledged Collateral, as the case may be, have been made . (b) If any Pledgor becomes an Excluded Subsidiary or otherwise ceases to be a Guarantor in accordance with the express provisions of the Credit Agreement, the Collateral Agent will, at the Borrower’s expense and upon receipt of any certifications reasonably requested by the Collateral Agent in connection therewith and in accordance with the terms of the Credit Agreement, execute and deliver to the applicable Pledgor such Secured Hedging Agreement or Treasury Services Agreement shall not require documents as such Pledgor may reasonably request to evidence the related Obligations to be repaid or cash collateralized at release of such time)Pledgor from the assignment and security interest granted hereunder and from its obligations hereunder.

Termination; Release. (a) On When all the Termination DateSecured Obligations (other than contingent indemnification Obligations as to which no claim has been asserted) have been paid in full and the Commitments of the Lenders to make any Loan under the ABL Credit Agreement shall have expired or been sooner terminated in accordance with the provisions of the ABL Credit Agreement, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation in Section 6.1 hereof, shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and terminate. Upon termination of this Agreement, or as otherwise provided in the ABL 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 ABL 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 Assignor (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 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 the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminatedand, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to any other Collateral, proper documents and instruments that any Pledgor shall reasonably request (including UCC‑3 termination financing statements or releases) acknowledging the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsCollateral, as the case may be, have been made or . (b) A Pledgor shall automatically be released from its obligations hereunder and the express provisions security interest in the Collateral of such Secured Hedging Pledgor shall be automatically released upon the consummation of any transaction permitted by the ABL Credit Agreement or Treasury Services Agreement shall not require the related Obligations as a result of which such Pledgor ceases to be repaid a Subsidiary of the Borrower in accordance and in compliance with the terms of the ABL Credit Agreement. (c) Upon any sale or cash collateralized at transfer by any Pledgor of any Collateral that is permitted under the ABL Credit Agreement (other than a sale or transfer to another Loan Party in accordance and in compliance with the terms of the ABL Credit Agreement), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.02 of the ABL Credit Agreement, the security interest in such time)Collateral shall be automatically released.

Termination; Release. (a) On When all the Termination DateCredit Agreement Obligations 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 limitation, any Lien granted hereunder for the benefit of the Existing Senior Notes Secured Parties). 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 Section 6.1 hereofaccordance with the provisions of the Credit Agreement, shall survive such termination) and the Collateral AgentAgent shall, upon the request and at the request sole cost and expense of the respective AssignorPledgors, will promptly execute and deliver to such 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 Assignor (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 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 the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminatedand, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to any other Pledged Collateral, proper documents and instruments (including UCC 3 termination financing statements or releases) acknowledging the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsPledged Collateral, as the case may be, . (b) This Agreement and the security interest with respect to the Pledge Collateral shall terminate with respect to the Existing Senior Notes Trustee and the Existing Senior Notes Holders when all Existing Senior Notes Obligations have been made indefeasibly paid in full. (c) A Pledgor shall automatically be released from its obligations hereunder if it ceases to be a Guarantor in accordance with Section 9.11(b) of the Credit Agreement. (d) The Lien granted hereby in any Pledged Collateral shall automatically be released (i) in accordance with Section 9.11(a)(ii) of the Credit Agreement, upon the sale or Disposition thereof (other than any sale or Disposition to another Pledgor) provided that such sale or Disposition is permitted by the express provisions Credit Agreement (including, if applicable, satisfaction of the Mortgage EBITDA Test and the Guarantor EBITDA Test in accordance with Section 7.05 of the Credit Agreement and delivery to the Administrative Agent of an officer’s certificate evidencing the satisfaction of such Secured Hedging Agreement tests) and (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 9.11(a)(v) of the Credit Agreement. Any such release in connection with any sale, transfer or Treasury Services other disposition of such Collateral shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien created hereby. (e) In connection with any termination or release pursuant to paragraph (c) or (d) above, the Collateral Agent shall execute and deliver to any Pledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 11.4 shall be without recourse to or warranty by the Collateral Agent. (f) If any term of this Section 11.4 is inconsistent with the Credit Agreement, the Credit Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)govern.

Termination; Release. (a) On This Security Agreement, the Termination Date, this Agreement 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 (provided that i) the Commitments shall have expired or been terminated, (ii) the principal of and interest on each Loan and all indemnities set forth herein includingfees and other Secured Obligations shall have been indefeasibly paid in full in cash, without limitation (iii) all Letters of Credit (as defined in Section 6.1 hereofthe Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, shall survive such termination(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 L/C Issuer and the Collateral Administrative Agent, and (iv) all other Obligations (other than contingent indemnification obligations for which claims have not been asserted) have been indefeasibly paid in full in cash pursuant to the terms of the Credit Agreement, 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 (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 request sole reasonable cost and expense of the respective AssignorGrantors, will promptly execute and deliver to such 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 Assignor (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 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 the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminatedand, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to any other Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsCollateral, as the case may be. (c) At any time that the respective Grantor desires that the Collateral Agent take any action described in clause (b) of this SECTION 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 (a) or (b) of this SECTION 9.5. The Collateral Agent shall have been made no liability whatsoever to any other Credit Party as the result of any release of Collateral by it as permitted (or which the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations Collateral Agent in good faith believes to be repaid or cash collateralized at such time)permitted) by this SECTION 9.5.

Termination; Release. When all the Credit Agreement Obligations (aother than (A) On the Termination Datecontingent indemnification obligations not yet due and payable and (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 Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in Section 6.1 hereof, shall survive such termination) full and the Collateral Agent, at the request and expense Commitments of the respective Assignor, will promptly execute and deliver Lenders to such Assignor a proper instrument make any Loan or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination to issue any Letter of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the 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 date upon which the Total Revolving Loan Commitment Credit under the Credit Agreement has shall have expired or been terminated, no Note is outstanding (sooner terminated and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter other than Letters of credit, in either case on terms and pursuant Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangementsapplicable L/C Issuers shall have been made), this Agreement shall terminate. Upon termination of this Agreement, the Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral or the Mortgaged Property or any event, shall require such cash collateral or backstop letter of credit part thereof to be released (in the case of a stated amount equal to at least 105% release) as may be in possession of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements Administrative Agent and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are as shall not then due and payable) then due and payable have been paid in full (sold or arrangements otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement Collateral or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsMortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, have been made and agrees upon request of the Borrower that it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)Credit Agreement.

Termination; Release. (a) On After the Termination DateDate (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation limitation, in Section 6.1 hereof, 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this AgreementAgreement as provided above, and will duly assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent 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. As used in this Agreement, (i) “CA Termination Date” shall mean the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Letter of Credit or Note under the Credit Agreement is outstanding (and all Loans and Unpaid Drawings other Credit Document Obligations have been paid in fullfull 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 Letters Secured Credit Card Agreements and Secured Hedging Agreements (if any) giving rise to a Notified Non-Credit Agreement Event of Credit Default shall have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the subject to such Notified Non-Credit Documents which are not then due and payable) then due and payable Agreement Event of Default shall have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have other than arising from indemnities for which no request for payment has been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such timemade).

Termination; Release. (a) On the Termination DateDate (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation limitation, in Section 6.1 hereof, 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective Assignorsuch Pledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code UCC termination statements on form UCC-3statements) 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent 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 date upon which the Total Revolving Loan Commitment Commitments under the Credit Agreement has have been terminated and all Interest Rate Protection Agreements and Other Hedging Agreements entitled to the benefits of this Agreement have been terminated, no Letter of Credit or Note (as defined in the Credit Agreement) is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of creditterminated, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under described in Section 11 hereof and described in Section 12.06 of the Credit Documents Agreement, and any other indemnities set forth in any other Security Documents, in each case which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)full.

Termination; Release. (a) On This Security Agreement, the Termination Date, this Agreement Lien in favor of the Collateral Agent (for the benefit of itself and the other Secured Parties) and all other security interests granted hereby shall terminate with respect to all Secured Obligations, and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto, when (provided i) the Commitments shall have expired or been terminated and (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, that, in connection with the termination of this Security Agreement, the Collateral Agent may require such indemnities and collateral security as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (A) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (B) any obligations that may thereafter arise with respect to the Bank Product Obligations and (C) any Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted) that may thereafter arise under Section 9.05 of the Credit Agreement. (i) Upon the consummation of a transaction expressly permitted under the Credit Agreement, which results in a Grantor ceasing to be a Subsidiary of the Borrower, such Grantor shall be automatically released from its obligations under this Security Agreement, the security interest granted hereby shall terminate with respect to such Grantor and all indemnities set forth herein includingrights to the Collateral of such Grantor shall revert to such Grantor or any other Person entitled thereto. (ii) Upon any sale or other transfer by any Grantor of any Collateral that is expressly permitted under the Credit Agreement (other than a sale or other transfer to a Loan Party), without limitation or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 6.1 9.20 of the Credit Agreement, the security interest granted hereby shall terminate with respect to such Collateral and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto. (iii) At such time as any of the foregoing contained Sections 9.5(a), 9.5(b)(i) and 9.5(b)(ii) hereof, shall survive such termination) upon the Borrower’s written request and the Collateral Agent, at the request sole cost and expense of the respective AssignorGrantors, the Collateral Agent will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3A) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (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 the satisfaction of Sections 9.5(a), 9.5(b)(i) and 9.5(b)(ii) hereof) as may be in the possession of the 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 the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding and (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payableB) then due and payable have been paid in full (or arrangements with respect to any other Collateral, authorize the Secured Hedging Agreements and/or Treasury Services Agreements filing of appropriate termination statements and other documents (including UCC termination statements or releases) to terminate such security interests. (c) At any time that are satisfactory the respective Grantor desires that the Collateral Agent take any action described in Section 9.5(b) hereof, such Grantor shall, upon request of the Collateral Agent, deliver to the applicable Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to Sections 9.5(a) or 9.5(b) hereof. The Collateral Agent shall have no liability whatsoever to any other Secured Hedging Creditor Party as the result of any release of Collateral by it as permitted (or Treasury Services Creditor have been made or which the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations Collateral Agent in good faith believes to be repaid or cash collateralized at such timepermitted) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)by this Section 9.5.

Termination; Release. (a) On Solely with respect to the Termination DateNotes Obligations, this Agreement a Pledgor shall terminate automatically be released from its obligations hereunder and/or the security interests in any Collateral (provided that all indemnities set forth herein includingor any part thereof) securing the Notes Obligations shall in each case be automatically released in accordance with the provisions of the Indenture. Solely with respect to any series of First Lien Priority Indebtedness, without limitation a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in Section 6.1 hereofany Collateral (or any part thereof) securing such series of First Lien Priority Indebtedness shall in each case be automatically released in accordance with the First Lien Priority Indebtedness Documents governing such series of First Lien Priority Indebtedness. Upon such release or any such sale, transfer or disposition of Collateral or any part thereof, the Notes Collateral Agent shall survive such termination) promptly, upon the written request and the Collateral Agent, at the request sole cost and expense of the respective AssignorPledgors (and upon receipt of any certifications and opinions in connection therewith required by the terms of the Indenture and the First Lien Priority Indebtedness Documents), will promptly execute and deliver to such 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 Assignor (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Notes Collateral Agent, 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 Notes 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 the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminatedand, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to any other Collateral, proper documents and instruments (including UCC-3 termination financing statements, releases or reassignments and any termination or partial termination and release of Memorandum of Security Agreements) evidencing the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsCollateral, as the case may be, have been made or . (b) If any Pledgor ceases to be a Guarantor in accordance with the express provisions of the Indenture and any First Lien Priority Indebtedness Document, such Secured Hedging Pledgor shall automatically be released from this Agreement or Treasury Services Agreement and all Liens in such Pledgor’s Collateral granted hereunder shall not require automatically terminate to the related Obligations extent provided by the Indenture and the First Lien Priority Indebtedness Documents and the Notes Collateral Agent shall promptly, at the Company’s expense and upon receipt of any certifications and opinions in connection therewith required by the terms of the Indenture and the First Lien Priority Indebtedness Documents, execute and deliver to be repaid or cash collateralized at the applicable Pledgor such time)documents as such Pledgor may reasonably request to evidence the release of Pledgor from the assignment and security interest granted hereunder and from its obligations hereunder.

Termination; Release. (a) On When all the Termination DateSecured Obligations have been paid in full (other than contingent indemnification obligations for which no claim has been asserted, which, pursuant to the provisions of the Credit Agreement or the Security Documents, survive the termination thereof) and the Commitments of the Lenders to make any Loan under the Credit Agreement shall have expired or been sooner terminated 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 limitation in Section 6.1 hereofthe Agent shall, shall survive such termination) upon the request and the Collateral Agent, at the request sole cost and expense of the respective AssignorPledgor, will promptly execute and deliver to such 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 Assignor (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Agent except as to the fact that the 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 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 the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminatedand, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsPledged Collateral, as the case may be. (b) Notwithstanding the foregoing, if (i) the Obligations have been made paid in full and the Commitments of the Lenders to make any Loan 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 express provisions of the Credit Agreement, (ii) Secured Obligations of the type described in clause (b) of the definition of Secured Obligations (“Remaining Secured Obligations”) remain outstanding and (iii) all or a portion of the repayment of the Obligations is financed by the proceeds of Indebtedness of Pledgor or any Affiliate of Pledgor (“Refinancing Indebtedness”) which Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as if the Remaining Secured Hedging Agreement or Treasury Services Obligations have been paid in full and the provisions of paragraph (a) of this Section 11.4 shall apply concurrently with the incurrence of the 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 Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)terminate but shall remain in full force and effect.

Termination; Release. (a) On the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation limitation, in Section 6.1 hereof, 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective Assignorsuch Pledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC-3 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent 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 date upon which the Total Revolving Loan Commitment Commitments under the Credit Agreement has have been terminated and all Secured Hedging Agreements entitled to the benefits of this Agreement have been terminated, no Note (as defined in the Credit Agreement) is outstanding (and all Loans and Unpaid Drawings have been paid repaid in full), all Letters of Credit issued under the Credit Agreement have been terminated (or terminated, all Additional First Lien Obligations have been cash collateralized or backstopped by another letter of creditrepaid in full, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under described in Section 11 hereof and described in Section 13.01 of the Credit Agreement, and any other indemnities set forth in any other Security Documents and in any Additional First Lien Document, in each case which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)full.

Termination; Release. (a) On When all the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation Secured Obligations have been paid in Section 6.1 hereof, shall survive such termination) full and the Collateral Agent, at the request and expense Commitments of the respective Assignor, will promptly execute and deliver Lenders to such Assignor a proper instrument make any Loan or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination to issue any Letter of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the 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 date upon which the Total Revolving Loan Commitment Credit under the Credit Agreement has shall have expired or been sooner terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or cash collateralized in an amount equal to not less than 110% of the outstanding amount of Reimbursement Obligations under such Letters of Credit plus interest, fees and costs related to such Letters of Credit or such other arrangement satisfactory to the Issuing Bank, and all reimbursement and indemnification liabilities of the Collateral Agents under Control Agreements have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements an amount reasonably satisfactory to the Administrative Agent Collateral Agents, this Agreement shall 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 Agents shall, upon the request and at the respective Issuing Lenders (which arrangementssole cost and expense of the Pledgors, in assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Collateral Agents except as to the fact that the Collateral Agents have not encumbered the released assets, such of the Pledged Collateral or any event, shall require such cash collateral or backstop letter of credit part thereof to be released (in the case of a stated amount equal to at least 105% release) as may be in possession of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements Collateral Agents and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are as shall not then due and payable) then due and payable have been paid in full (sold or arrangements otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, any proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsPledged Collateral, as the case may be, which the Pledgors may reasonably request. (b) Notwithstanding the foregoing, if (i) the Obligations, other than the Secured Obligations of the type described in clause (b) of the definition of Secured Obligations (the "Remaining Secured Obligations"), have been made paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the express Credit Agreement shall have expired or been sooner terminated, all Letters of Credit have been terminated or cash collateralized in an amount equal to not less than 110% of the outstanding amount of Reimbursement Obligations under such Letters of Credit plus interest, fees and costs related to such Letters of Credit or such other arrangement satisfactory to the Issuing Bank, and all reimbursement and indemnification liabilities of the Collateral Agents under Control Agreements have been cash collateralized in an amount reasonably satisfactory to the Collateral Agents, (ii) the Remaining Secured Obligations have been cash collateralized in an amount reasonably satisfactory to the Collateral Agents and sufficient to satisfy the terms and conditions governing the Remaining Secured Obligations and (iii) all or a portion of the 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 such paragraph (a) of this Section 11.4 shall apply concurrently with the incurrence of the Refinancing Indebtedness and the securing of the Refinancing Indebtedness and the Remaining Secured Hedging Agreement or Treasury Services Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not require terminate but shall remain in full force and effect. (c) The Collateral Agents will release the related Obligations liens on any part of the Pledged Collateral to be repaid or cash collateralized at such time)the extent required by Section 5.1 of the Intercreditor Agreement.

Termination; Release. (a) On After the Termination DateDate (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation limitation, in Section 6.1 hereof, 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this AgreementAgreement as provided above, and will duly assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent 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. As used in this Agreement, “(i) "CA Termination Date” " shall mean the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Letter of Credit or Note under the Credit Agreement is outstanding (and all Loans and Unpaid Drawings other Credit Document Obligations have been paid in fullfull 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 Letters Secured Credit Card Agreements and Secured Hedging Agreements (if any) giving rise to a Notified Non-Credit Agreement Event of Credit Default shall have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the subject to such Notified Non-Credit Documents which are not then due and payable) then due and payable Agreement Event of Default shall have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have other than arising from indemnities for which no request for payment has been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such timemade).

Termination; Release. (a) On the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation in Section 6.1 8.1 hereof, shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such 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 Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the 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 date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter arrangements with respect to the Letters of credit, in either case on terms and pursuant to arrangements reasonably Credits that are satisfactory to the Administrative Agent and the respective applicable Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)Lender have been made), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents Secured Debt Agreements which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such timemade) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such timemade).

Termination; Release. (a) On This Related Real Estate Collateral Security Agreement, the Termination Date, this Agreement Lien in favor of the Administrative 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, and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto, either (i) as provided that all indemnities set forth herein including, without limitation in Section 6.1 9.20 of the Credit Agreement, or (ii) when the Commitments shall have expired or been terminated and 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, that, in connection with the termination of this Related Real Estate Collateral Security Agreement, the Administrative Agent may require such indemnities and collateral security as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (A) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (B) any Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted) that may thereafter arise under Section 9.05 of the Credit Agreement. (i) Upon the consummation of a transaction expressly permitted under the Credit Agreement, which results in a Grantor ceasing to be a Subsidiary of the Lead Borrower, such Grantor shall be automatically released from its obligations under this Related Real Estate Collateral Security Agreement, the security interest granted hereby shall terminate with respect to such Grantor and all rights to the Collateral of such Grantor shall revert to such Grantor or any other Person entitled thereto. (ii) Upon any sale or other transfer by any Grantor of any Collateral that is expressly permitted under the Credit Agreement (other than a sale or other transfer to a Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.20 of the Credit Agreement, the security interest granted hereby shall terminate with respect to such Collateral and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto. (iii) At such time as any of the foregoing contained Sections 6.5(a), 6.5(b)(i) and 6.5(b)(ii) hereof, shall survive such termination) upon the Lead Borrower’s written request and the Collateral Agent, at the request sole cost and expense of the respective AssignorGrantors, the Administrative Agent will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3A) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (the Grantors, against receipt and without recourse and without any representation to or warranty) warranty by the Administrative Agent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of the satisfaction of Sections 6.5(a), 6.5(b)(i) and 6.5(b)(ii) hereof) as may be in the possession of the Collateral Administrative 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 (B) with respect to any other Collateral, authorize the filing of appropriate termination statements and other documents (including UCC termination statements or releases) to terminate such security interests. (c) At any time that the respective Grantor desires that the Administrative Agent take any action described in this AgreementSection 6.5(b) hereof, “Termination Date” shall mean such Grantor shall, upon request of the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminatedAdministrative Agent, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory deliver to the Administrative Agent and an officer’s certificate certifying that the release of the respective Issuing Lenders Collateral is permitted pursuant to Sections 6.5(a) or 6.5(b) hereof. The Administrative Agent shall have no liability whatsoever to any other Credit Party as the result of any release of Collateral by it as permitted (or which arrangements, the Administrative Agent in any event, shall require such cash collateral or backstop letter of credit good faith believes to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payablepermitted) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)by this Section 6.5.

Termination; Release. (a) On the Termination Date, this This Agreement shall terminate (provided when all the Obligations have been fully paid and performed and the Commitments terminated or as otherwise explicitly permitted under the Credit Agreement and either no Letters of Credit are outstanding or each outstanding Letter of Credit has been cash collateralized so that all indemnities set forth herein including, without limitation in Section 6.1 hereof, shall survive it is fully secured to the satisfaction of the Administrative Agent. Upon such termination, the Administrative Agent shall on its behalf and on behalf of the other Agents and the Lenders reassign and redeliver (or cause to be reassigned and redelivered) to the Company, or to such person or persons as the Company shall designate or to whomever may be lawfully entitled to receive such surplus, against receipt, such of the Collateral (if any) as shall not have been sold or otherwise applied by the Administrative Agent pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instruments of reassignment and release. Any such reassignment shall be without recourse upon or warranty by the Administrative Agent (other than a warranty that the Administrative Agent has not assigned its rights and interests hereunder to any other Person) and at the sole cost and expense of the Company. (b) In the event that any part of the Collateral is sold (except to Holdings or any of its Subsidiaries) in connection with a sale permitted by subsection 9.5 of the Credit Agreement or otherwise released pursuant to the Credit Agreement or at the direction of the Required Lenders (or all Lenders if required by subsection 12.1 of the Credit Agreement) and the Collateral proceeds of such sale or sales or from such release are applied in accordance with the provisions of subsection 5.4 of the Credit Agreement, to the extent required to be so applied, the Administrative Agent, at the request and expense of the respective AssignorCompany, will promptly execute and deliver to such 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 Assignor the Company (without recourse and without any representation or warranty) such of the Collateral (and releases therefor) as may be in the possession of the Collateral Agent 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) In the event that the Company establishes a Receivables Facility, as described in this subsection 8.9(g) of the Credit Agreement, “Termination Date” shall mean that prohibits the date upon which pledge hereby of the Total Revolving Loan Commitment under Capital Stock of the Credit Agreement has been terminated, no Note is outstanding respective Receivables SPV (and all Loans so long as such Receivables Facility is in effect and Unpaid Drawings have been paid in fullcontains such prohibition), all Letters the Administrative Agent, at the request and expense of Credit have been terminated the Company, will release the Capital Stock of such Receivables SPV and will duly assign, transfer and deliver to the Company (without recourse, and without any representation or have been cash collateralized or backstopped by another letter of credit, in either case on terms warranty) such Pledged Stock (and pursuant releases therefor); PROVIDED that the Company shall use commercially reasonable efforts to arrangements reasonably satisfactory grant to the Administrative Agent and for the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% ratable benefit of the aggregate Stated Amount of all Letters of Credit outstanding at Secured Creditors a second priority perfected security interest in such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under Capital Stock to secure the obligations pursuant to the Credit Documents which are not then due (and payableshall take all action in connection therewith as may reasonably be requested by the Administrative Agent). (d) then due At any time that the Company desires that the Administrative Agent assign, transfer and payable have been paid deliver Collateral (and releases therefor) as provided in full subsection 23(a), (b) or arrangements with respect (c) hereof, it shall deliver to the Secured Hedging Agreements and/or Treasury Services Agreements Administrative Agent a certificate signed by an executive officer of the Company stating that are satisfactory the release of the respective Collateral is permitted pursuant to the applicable Secured Hedging Creditor such subsection 23(a), (b) or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such timec).. 342

Termination; Release. (a) On When all the Termination DateSecured Obligations 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 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 limitation in Section 6.1 hereof, shall survive such termination) and the Collateral AgentAgent shall, upon the request and at the request sole cost and expense of the respective AssignorPledgors, will promptly execute and deliver to such 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 Assignor (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 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) Notwithstanding the foregoing, if (i) the Obligations have been paid in this Agreement, “Termination Date” shall mean full and the date upon which Commitments of the Total Revolving Lenders to make any Loan Commitment or to issue any Letter of Credit under the Credit Agreement has shall have expired or been terminated, no Note is outstanding (sooner terminated and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to accordance with the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% provisions of the aggregate Stated Amount Credit Agreement, (ii) Secured Obligations of all Letters the type described in clause (b) and/or clause (c) of Credit outstanding at such time)), all Obligations under the definition of Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under “Remaining Secured Obligations”) remain outstanding and (iii) all or a portion of the Credit Documents 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 are not then due and payable) then due and payable Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as if the Remaining Secured Obligations have been paid in full (or arrangements with respect to and the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such paragraph (a) of this Section 11.4 shall apply concurrently with the incurrence of the Refinancing Indebtedness and the securing of the Refinancing Indebtedness and the Remaining Secured Hedging Agreement or Treasury Services Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) terminate but shall remain in full force and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)effect.

Termination; Release. (a) On When all the Termination DateSecured Obligations 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 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 limitation in Section 6.1 hereof, shall survive such termination) and the Collateral AgentAgent shall, upon the request and at the request sole cost and expense of the respective AssignorPledgors, will promptly execute and deliver to such 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 Assignor (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 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) Notwithstanding the foregoing, if (i) the Obligations have been paid in this Agreement, “Termination Date” shall mean full and the date upon which Commitments of the Total Revolving Lenders to make any Loan Commitment or to issue any Letter of Credit under the Credit Agreement has shall have expired or been terminated, no Note is outstanding (sooner terminated and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to accordance with the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% provisions of the aggregate Stated Amount Credit Agreement, (ii) Secured US Obligations of all Letters the type described in clause (b) and/or clause (c) of Credit outstanding at such time)), all Obligations under the definition of Secured Hedging Agreements and Treasury Services Agreements and all other US Obligations (other than indemnities under “Remaining Secured Obligations”) remain outstanding and (iii) all or a portion of the Credit Documents 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 are not then due Refinancing Indebtedness is secured by property of such persons on an equal and payable) then due and payable ratable basis with the Remaining Secured Obligations, this Agreement shall terminate as if the Remaining Secured Obligations have been paid in full (or arrangements with respect to and the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of paragraph (a) of this Section 11.4 shall apply concurrently with the incurrence of such Secured Hedging Agreement or Treasury Services Refinancing Indebtedness. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) terminate but shall remain in full force and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)effect.

Termination; Release. (a) On After the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation in Section 6.1 8.1 hereof, shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3UCC-3 and releases in form recordable in the United States Patent and Trademark Office and other applicable intellectual property registries) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the 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 date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or terminated, all Interest Rate Protection Agreements and Other Hedging Agreements entered into with any Hedging Creditor have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time))terminated, all Obligations Additional Secured Agreements entered into with any Additional Secured Creditor have been terminated, no Note under Secured Hedging Agreements the Credit Agreement is outstanding and Treasury Services Agreements all Loans thereunder have been repaid in full, and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to full; provided, however, notwithstanding the foregoing, after all Credit Document Obligations, Hedging Obligations and Additional Secured Obligations have been paid in full, and the Total Commitment, all Letters of Credit, all Interest Rate Protection Agreements and Other Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured entered into with a Hedging Creditor or Treasury Services and all Additional Secured Agreements entered into with an Additional Secured Creditor have been made or terminated, the express provisions Termination Date shall occur unless an Event of such Secured Hedging Agreement or Treasury Services Agreement shall not require Default under the related Obligations to be repaid or cash collateralized Existing Senior Notes Documents has occurred and is continuing at such time) time (in which case such termination shall occur on the first date thereafter on which no Event of Default under the Existing Senior Notes Documents exists and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such timeis continuing).

Termination; Release. (a) On When all the Termination DateSecured 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 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 limitation in Section 6.1 hereof, shall survive such termination) and the Collateral AgentAgent shall, upon the request and at the request sole cost and expense of the respective AssignorPledgors, will promptly execute and deliver to such 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 Assignor (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 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 the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminatedand, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsPledged Collateral, as the case may be. (b) Notwithstanding the foregoing, if (i) the Obligations have been made paid in full and the Commitments of the Lenders to make any Loan under the Credit Agreement shall have expired or been sooner terminated in accordance with the express provisions of the Credit Agreement, (ii) Secured Obligations of the type described in clause (b) of the definition of Secured Obligations (“Remaining Secured Obligations”) remain outstanding and (iii) all or a portion of the repayment of the Obligations is financed by the proceeds of Indebtedness of one or more Credit Parties or any affiliate of a Credit Party (“Refinancing Indebtedness”) which Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as if the Remaining Secured Hedging Agreement or Treasury Services Obligations have been paid in full and the provisions of paragraph (a) of this Section 11.4 shall apply concurrently with the incurrence of the 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 Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)terminate but shall remain in full force and effect.

Termination; Release. (a) On When all the Termination DateSecured Obligations have been paid in full (other than contingent indemnification obligations in which no claim has been made) 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 limitation in Section 6.1 hereof, shall survive such termination) and the Collateral AgentAgent shall, upon the request and at the request sole cost and expense of the respective AssignorPledgors, will promptly execute and deliver to such 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 Assignor (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 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) Notwithstanding the foregoing, if (i) the Obligations have been paid in this Agreement, “Termination Date” shall mean full and the date upon which Commitments of the Total Revolving Lenders to make any Loan Commitment or to issue any Letter of Credit under the Credit Agreement has shall have expired or been terminated, no Note is outstanding (sooner terminated and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to accordance with the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% provisions of the aggregate Stated Amount Credit Agreement, (ii) Secured Obligations of all Letters the type described in clause (b) of Credit outstanding at such time)), all Obligations under the definition of Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under "Remaining Secured Obligations") remain outstanding and (iii) all or a portion of the Credit Documents 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 are not then due and payable) then due and payable Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as if the Remaining Secured Obligations have been paid in full (or arrangements with respect to and the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such paragraph (a) of this Section 11.4 shall apply concurrently with the incurrence of the Refinancing Indebtedness and the securing of the Refinancing Indebtedness and the Remaining Secured Hedging Agreement or Treasury Services Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not require terminate but shall remain in full force and effect. (c) If any Collateral shall be sold, transferred or otherwise disposed of by any Pledgor in a transaction permitted by the related Obligations to be repaid or cash collateralized Credit Agreement, then the Collateral Agent, at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions sole expense of such Secured Hedging Agreement Pledgor, shall execute and deliver to such Pledgor all releases or Treasury Services Agreement shall not require other documents necessary or desirable for the related Obligations to be repaid or cash collateralized at release of the Liens created hereby on such time)Collateral.

Termination; Release. This Security Agreement shall terminate after (a) On the Termination Datefinal satisfaction of all Obligations (excluding for the purposes hereof, Close-out Amounts) and termination of all of the other Loan Documents (excluding for the purposes hereof, Swap Contracts); and (b) either (i) payment in full in cash and performance of all obligations due and owing to the Swaps Lenders under Swap Contracts outstanding on the date clause (a) above should occur and termination of said Swap Contracts, or (ii) the Swap Lenders party to such Swap Contracts have notified the Collateral Agent that all obligations under said Swap Contracts have been fully collateralized with cash deposited at such Swap Lenders or such Swap Lenders have consented in writing to the termination of this Agreement. Following payment in full of all Obligations pursuant to clause (a) above, but before the occurrence of the events described in clause (b) above, this Agreement shall terminate continue to secure all obligations owing to the Swap Lenders under Swap Contracts outstanding on the date of such final satisfaction of the Obligations described in clause (provided that a), and the Collateral Agent shall thereafter exercise all indemnities set forth herein includingof its rights and remedies with respect to the Collateral on behalf of such Swap Lenders. For purposes of clarification hereunder, without limitation nothing in this Section 6.1 hereof8.08 shall be deemed to alter any of the provisions of Section 8.20 of the Credit Agreement or the Intercreditor Agreements. After the termination of this Agreement, shall survive such termination) and the Collateral Agent, at the request and expense of the respective AssignorBorrower, will promptly execute and deliver to such Assignor a the Borrower the proper instrument or instruments (including Uniform Commercial Code but not limited to UCC termination statements on form UCC-3UCC-3 or financing change statements) acknowledging the satisfaction and termination of this AgreementAgreement and the release of the security interest granted hereby, and will duly assign, transfer and deliver to such Assignor the Borrower (without recourse and without any representation or warrantywarranty other than that the Collateral Agent has not assigned or transferred its rights, title and interests in the Collateral to a third party) such of the Collateral as may be in the possession of the 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 date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time).

Termination; Release. This Security Agreement, the Lien in favor of the Agent (afor the benefit of itself and the other Credit Parties) On the Termination Date, this Agreement and all other security interests granted hereby shall terminate with respect to all Secured Obligations (provided that other than unasserted contingent indemnification Obligations) when (i) the Commitments shall have expired or been terminated and the L/C Issuer has no further obligation to issue Letters of Credit (as defined in the Credit Agreement) under the Credit Agreement, (ii) the principal of and interest on each Loan and all indemnities set forth herein fees and other Secured Obligations (including, without limitation limitation, all costs and expenses that are subject to reimbursement under SECTION 9.3, but other than unasserted contingent indemnification Obligations) shall have been indefeasibly paid in Section 6.1 hereof, shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreementfull in cash, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warrantyiii) such of the Collateral as may be in the possession of the 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 date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit (as defined in the Credit Agreement) shall have (A) expired or terminated and have been terminated reduced to zero, (B) been Cash Collateralized to the extent required by the Credit Agreement, or have (C) been cash collateralized or backstopped supported by another letter of credit, credit in either case on terms and pursuant to arrangements a manner reasonably satisfactory to the Administrative Agent L/C Issuer and the respective Issuing Lenders Agent, provided, however, that (which arrangementsA) this Security Agreement, the Lien in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% favor of the aggregate Stated Amount Agent (for the benefit of all Letters of itself and the other Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements Parties) and all other Obligations 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 Grantor upon the bankruptcy or reorganization of any Grantor or otherwise, and (other than B) in connection with the termination of this Security Agreement, the Agent may require such indemnities under and collateral security as it shall reasonably deem necessary or appropriate to protect the Credit Documents which are not then due and payableParties against (x) then due and payable have been paid in full loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (or arrangements y) any obligations that may thereafter arise with respect to the Other Liabilities, and (z) any Secured Hedging Agreements and/or Treasury Services Agreements Obligations that are satisfactory to may thereafter arise under Section 10.04 of the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)Credit Agreement.

Termination; Release. (a) On After the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation limitation, in Section 6.1 hereof, 8.1 hereof and in Section 6 of Annex N hereto shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such 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 Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the 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 date upon which the Total Revolving Loan Commitment under the Credit Agreement has and all Interest Rate Protection Agreements and Other Hedging Agreements entered into with Other Creditors have been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid repaid in fullfull in cash in accordance with the terms thereof), all Letters of Credit have been terminated (or terminated, all outstanding Additional First Lien Debt Obligations have been paid in full in cash collateralized or backstopped by another letter of credit, in either case on accordance with the terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time))thereof, all Second Lien Obligations under Secured Hedging Agreements and Treasury Services Agreements have been paid in full in cash in accordance with the terms thereof and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full in cash in accordance with the terms thereof; provided, however, at such time as (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor x) all First Lien Obligations have been made or paid in full in cash in accordance with the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) terms thereof and all Secured Hedging Agreements Commitments and Treasury Services Agreements Letters of Credit under the Credit Agreement and all commitments under the Additional First Lien Debt Documents have been terminated or (or arrangements with respect y) the First Lien Creditors have released their Liens on all of the Collateral then, in either case, this Agreement and the security interests created hereby shall terminate (provided that all indemnities set forth herein (including, without limitation, in Section 8.1 hereof) and in Section 6 of Annex L hereto shall survive such termination) unless, in the case of preceding clause (x), any Event of Default under the Senior Secured Note Indenture exists as of the date on which the First Lien Obligations are repaid in full and terminated as described in such clause (x), in which case the security interests created under this Agreement in favor of the Second Lien Creditors will not be released except to the extent the Collateral or any portion thereof was disposed of in order to repay the First Lien Obligations (although the security interests created in favor of the Second Lien Creditors will be released when such Event of Default and all other Events of Default under the Senior Secured Hedging Agreements and Treasury Services Agreements that are satisfactory Note Indenture cease to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such timeexist).

Termination; Release. (a) On When all the Termination DateSecured Obligations 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 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 limitation in Section 6.1 hereof, shall survive such termination) and the Collateral AgentAgent shall, upon the request and at the request sole cost and expense of the respective AssignorPledgors, will promptly execute and deliver to such 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 Assignor (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 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) Notwithstanding the foregoing, if (i) the Obligations have been paid in this Agreement, “Termination Date” shall mean full and the date upon which Commitments of the Total Revolving Lenders to make any Loan Commitment or to issue any Letter of Credit under the Credit Agreement has shall have expired or been terminated, no Note is outstanding (sooner terminated and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to accordance with the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% provisions of the aggregate Stated Amount Credit Agreement, (ii) Secured Obligations of all Letters the type described in clause (b) of Credit outstanding at such time)), all Obligations under the definition of Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under "Remaining Secured Obligations") remain outstanding and (iii) all or a portion of the Credit Documents 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 are not then due and payable) then due and payable Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as if the Remaining Secured Obligations have been paid in full (or arrangements with respect to and the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such paragraph (a) of this Section 11.4 shall apply concurrently with the incurrence of the Refinancing Indebtedness and the securing of the Refinancing Indebtedness and the Remaining Secured Hedging Agreement or Treasury Services Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) terminate but shall remain in full force and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)effect.

Termination; Release. (a) On When all the Termination DateSecured Obligations 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 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 limitation in Section 6.1 hereof, shall survive such termination) and the Collateral AgentAgent shall, upon the request and at the request sole cost and expense of the respective AssignorPledgors, will promptly execute and deliver to such 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 Assignor (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 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) Notwithstanding the foregoing, if (i) the Obligations have been paid in this Agreement, “Termination Date” shall mean full and the date upon which Commitments of the Total Revolving Lenders to make any Loan Commitment or to issue any Letter of Credit under the Credit Agreement has shall have expired or been terminated, no Note is outstanding (sooner terminated and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to accordance with the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% provisions of the aggregate Stated Amount Credit Agreement, (ii) Secured Obligations of all Letters the type described in clause (b) of Credit outstanding at such time)), all Obligations under the definition of Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under “Remaining Secured Obligations”) remain outstanding and (iii) all or a portion of the repayment of the Obligations is financed by the proceeds of Indebtedness of one or more Credit Documents Parties or any affiliate of a Credit Party (“Refinancing Indebtedness”) which are not then due and payable) then due and payable Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as if the Remaining Secured Obligations have been paid in full (or arrangements with respect to and the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such paragraph (a) of this Section 11.4 shall apply concurrently with the incurrence of the Refinancing Indebtedness and the securing of the Refinancing Indebtedness and the Remaining Secured Hedging Agreement or Treasury Services Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) terminate but shall remain in full force and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)effect.

Termination; Release. (a) On At such time as the Termination DateObligations (other than any Obligations owing to a Non-Lender Secured Party) then due and owing shall have been paid in full, the Commitments under the Credit Agreement have been terminated and no Letters of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent), all Collateral shall be automatically released from the Liens created hereby, and this SGR Security Agreement shall terminate and all obligations (provided that all indemnities set forth herein including, without limitation in Section 6.1 hereof, shall other than those expressly stated to survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such 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 Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and the Grantor shall automatically 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 Grantor. At the request and sole expense of the Grantor following any such termination, the Collateral Agent shall promptly execute, acknowledge and deliver to the Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as has not theretofore been sold the Grantor shall reasonably request to evidence such termination. (b) Upon any Permitted Disposition of Collateral (whether by way of the sale of assets or otherwise applied the sale of Capital Stock of the Grantor of such assets) of the type described in items (1), (2) (provided the requirements set forth in the first proviso to such section are satisfied), (4) and (5) of the definition of “Permitted Disposition” or released any other type of Permitted Disposition involving divestiture of the Grantor’s title to the related Collateral under the Credit Agreement, the Lien pursuant to this AgreementSGR Security Agreement on such sold or disposed of Collateral shall be automatically released. As used in this Agreement, “Termination Date” shall mean In connection with any other Disposition of Collateral not covered by the date upon which preceding sentence (whether by way of the Total Revolving Loan Commitment sale of assets or the sale of Capital Stock of the Grantor of such assets) permitted under the Credit Agreement has been terminatedAgreement, no Note is outstanding the Collateral Agent shall, upon receipt from the Grantor of a written request for the release of the Collateral subject to such sale or other disposition (and all Loans and Unpaid Drawings have been paid or in fullthe case of a sale of Capital Stock of the Grantor, the release of the Grantor’s Collateral), at the Grantor’s sole cost and expense, promptly execute, acknowledge and deliver to the Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all Letters other acts, as the Grantor shall reasonably request to evidence or effect the release of Credit have been terminated the Liens created hereby (if any) on such Collateral. (c) For the avoidance of doubt, (i) if any Slot ceases to be included in the Collateral because it ceases to be actually utilized in connection with the Scheduled Services or have been cash collateralized any Foreign Gate Leasehold ceases to be included in the Collateral because it ceases to be used for servicing the Scheduled Services relating to the airport at which such Foreign Gate Leasehold is located, such Slot or backstopped Foreign Gate Leasehold shall be automatically released from the Lien of this SGR Security Agreement and (ii) subject to clause (1) of the first proviso to Section 1 hereof, if any FAA Slot or Foreign Slot now held or hereafter acquired by another letter the Grantor becomes an FAA Route Slot or Foreign Route Slot, respectively, or any right, title, privilege, interest and authority now held or hereafter acquired by the Grantor in connection with the right to use or occupy space in an airport terminal becomes a Foreign Gate Leasehold, such FAA Slot, Foreign Slot or right, title, privilege, interest and authority shall be automatically subject to the Lien of creditthis SGR Security Agreement. (d) The Liens on any Account Collateral that is withdrawn from the Account (in each case, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under compliance with the Credit Documents which are not then due and payableAgreement) then due and payable have been paid prior to receipt of a Notice of Exclusive Control (as defined in full the Account Control Agreement) by the Securities Intermediary or after receipt of a Rescission Notice (as defined in the Account Control Agreement) by the Securities Intermediary shall be automatically released upon such withdrawal. (e) At any time that the Grantor desires to obtain from the Collateral Agent UCC termination statements or arrangements other instruments or evidence of release with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory any Collateral (including Account Collateral) released as provided in this Section 16, it shall deliver to the applicable Collateral Agent an Officer’s Certificate stating that the release of the respective Collateral is permitted pursuant to this Section 16. The Collateral Agent shall have no liability whatsoever to any Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, Party as the case may be, have been made or the express provisions result of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)any release of Collateral by it as permitted by this Section 16.

Termination; Release. (a) On At such time as the Termination DateObligations (other than any Obligations owing to a Non-Lender Secured Party) then due and owing shall have been paid in full, the Commitments under the Credit Agreement have been terminated and no Letters of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent), all Collateral shall be automatically released from the Liens created hereby, and this SGR Security Agreement shall terminate and all obligations (provided that all indemnities set forth herein including, without limitation in Section 6.1 hereof, shall other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor shall automatically 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 applicable Grantor. At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall promptly execute, acknowledge and deliver to such Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as such Grantor shall reasonably request to evidence such termination. (b) Upon any Permitted Disposition of Collateral (whether by way of the sale of assets or the sale of Capital Stock of a Grantor of Collateral) of the type described in items (1), (2) (provided the requirements set forth in the first proviso to such section are satisfied), (4) and (5) of the definition of “Permitted Disposition” or any other type of Permitted Disposition involving divestiture of any Grantor’s title to the related Collateral under the Credit Agreement, the Lien pursuant to this SGR Security Agreement on such sold or disposed of Collateral shall be automatically released. In connection with any other Disposition of Collateral not covered by the preceding sentence (whether by way of the sale of assets or the sale of Capital Stock of a Grantor of such Collateral) permitted under the Credit Agreement, the Collateral Agent shall, upon receipt from such Grantor of a written request for the release of the Collateral subject to such sale or other disposition (or in the case of a sale of Capital Stock of such Grantor, the release of such Grantor’s Collateral), at such Grantor’s sole cost and expense, promptly execute, acknowledge and deliver to such Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as such Grantor shall reasonably request to evidence or effect the release of the Liens created hereby (if any) on such Collateral. (c) For the avoidance of doubt, (i) if any Slot ceases to be included in the Collateral because it ceases to be actually utilized in connection with the Scheduled Services or any Foreign Gate Leasehold ceases to be included in the Collateral because it ceases to be used for servicing the Scheduled Services relating to the airport at which such Foreign Gate Leasehold is located, such Slot or Foreign Gate Leasehold shall be automatically released from the Lien of this SGR Security Agreement and (ii) subject to clause (1) of the first proviso to Section 1 hereof, if any FAA Slot or Foreign Slot now held or hereafter acquired by any Grantor becomes an FAA Route Slot or Foreign Route Slot, respectively, or any right, title, privilege, interest and authority now held or hereafter acquired by such Grantor in connection with the right to use or occupy space in an airport terminal becomes a Foreign Gate Leasehold, such FAA Slot, Foreign Slot or right, title, privilege, interest and authority shall be automatically subject to the Lien of this SGR Security Agreement. (d) The Liens on any Account Collateral that is withdrawn from any Account (in each case, in compliance with the Credit Agreement) prior to receipt of a Notice of Exclusive Control (as defined in the applicable Account Control Agreement) by the Securities Intermediary or after receipt of a Rescission Notice (as defined in the Account Control Agreement) by the Securities Intermediary shall be automatically released upon such withdrawal. (e) Upon the release of any Grantor from its guarantee of the Obligations pursuant to Section 9.05 of the Credit Agreement, such Grantor shall cease to be a Grantor hereunder and the items of Collateral Agentowned by such Grantor shall be released from the Lien and security interest granted hereby, and in connection therewith, the Collateral Agent will, at the request and expense of the respective Assignorapplicable Grantor’s expense, will promptly execute and deliver to such 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 Grantor such Assignor documents as it shall reasonably request (without recourse and without any representation or warranty) ), including, without limitation, any UCC termination statements and any amendment or modification of this SGR Security Agreement pursuant to a SGR Security Agreement Supplement or otherwise, to evidence the release of such Grantor and such Grantor’s Collateral from the Lien and security interest granted hereby and reassignment of all right, title and interest of the Collateral Agent in all of such Grantor’s Collateral to such Grantor. For the avoidance of doubt, upon any merger or consolidation pursuant to Section 6.10(d) of the Credit Agreement, the Collateral shall not be released pursuant to this Section 16(e) so long as following such merger or consolidation, the surviving entity is another Grantor party to this SGR Security Agreement. (f) Upon the direction of the Borrower pursuant to and in accordance with Section 6.09(c) of the Credit Agreement, such items of Collateral as may be specified by the Borrower shall be released from the Lien and security interest granted hereby, and in connection therewith, the possession Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as it shall reasonably request (without recourse and without any representation or warranty), including, without limitation, any UCC termination statements and any amendment or modification of this SGR Security Agreement pursuant to a SGR Security Agreement Supplement or otherwise, to evidence the release of such items of Collateral from the Lien and security interest granted hereby and reassignment of all right, title and interest of the Collateral Agent and in all of such Grantor’s specified Collateral to such Grantor. (g) If the Borrower or any other Grantor requests release documentation with respect to any Collateral released as has not theretofore been sold provided in this Section 16, including UCC termination statements or otherwise applied other release-related documentation, the Borrower or released other Grantor requesting such documentation shall deliver to the Collateral Agent an Officer’s Certificate stating that the release of such Grantor’s respective Collateral that is to be evidenced by such UCC termination statements or other instruments is permitted pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean Section 16 and the date upon which the Total Revolving Loan Commitment under relevant provisions of the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory provided that an Officer’s Certificate delivered to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit pursuant to be in a stated amount equal to at least 105% Section 6.09(c) of the aggregate Stated Amount Credit Agreement shall be deemed to satisfy the requirements of all Letters of Credit outstanding at such timethis clause (g)), all Obligations under . The Collateral Agent shall have no liability whatsoever to any Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, Party as the case may be, have been made or the express provisions result of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)any release of Collateral by it as permitted by this Section 16.

Termination; Release. (a) On After the Termination Date, this Agreement and the security interest created by hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation limitation, in Section 6.1 hereof, 12 hereof shall survive any such termination) ), and the Collateral AgentPledgee, at the request and expense of the respective AssignorAdministrative Borrower on behalf of such Pledgor, will promptly execute and deliver to such Assignor the Administrative Borrower on behalf of any Pledgor a proper instrument or instruments (including Uniform Commercial Code UCC termination statements on form UCC-3statements) 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, and will duly assign, transfer and deliver to the Administrative Borrower on behalf of such Assignor Pledgor or to the applicable purchaser or transferee (if any) specified by such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent 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). As used in this Agreement, “Termination Date” shall mean the date upon which the Total Revolving Loan Commitment Commitments under the Credit Agreement has have been terminated, no Note is outstanding (all Secured Hedging Agreements entered into with any Secured Creditors have been terminated and all Loans and Unpaid Drawings thereunder have been paid repaid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under described in Section 12 hereof and described in Section 13.06 of the Credit Documents Agreement, and any other indemnities set forth in any other Security Documents, in each case which are not then due and payable) then due and payable have been paid in full (or arrangements in cash in accordance with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)terms thereof.

Termination; Release. (a) On This Security Agreement, the Termination Date, this Agreement 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 (provided that i) the Commitments shall have expired or been terminated, (ii) the principal of and interest on each Loan and all indemnities set forth herein includingfees and other Secured Obligations shall have been indefeasibly paid in full in cash, without limitation (iii) all Letters of Credit (as defined in Section 6.1 hereofthe Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, shall survive such termination(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 L/C Issuer and the Collateral Administrative Agent, and (iv) all other Obligations (other than contingent indemnification obligations for which claims have not been asserted) have been indefeasibly paid in full in cash pursuant to the terms of the Credit Agreement, 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 (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 request sole reasonable cost and expense of the respective AssignorGrantors, will promptly execute and deliver to such 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 Assignor (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 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 the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminatedand, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to any other Collateral, proper documents and instruments (including UCC‑3 termination statements or releases) acknowledging the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsCollateral, as the case may be. (c) At any time that the respective Grantor desires that the Collateral Agent take any action described in clause (b) of this SECTION 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 (a) or (b) of this SECTION 9.5. The Collateral Agent shall have been made no liability whatsoever to any other Credit Party as the result of any release of Collateral by it as permitted (or which the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations Collateral Agent in good faith believes to be repaid or cash collateralized at such time)permitted) by this SECTION 9.5.

Termination; Release. (a) On After the Termination DateDate (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation limitation, in Section 6.1 hereof, 9.1 hereof shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code UCC termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the 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 earlier to occur of (x) the date upon which (i) the Total Revolving Loan Commitment under Non-Existing Senior Subordinated Secured Notes Obligations Termination Date shall have occurred and (ii) if (but only if) an Event of Default under, and as defined in, the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full)Existing Senior Subordinated Secured Notes Indenture exists on the Non-Existing Senior Subordinated Secured Notes Obligations Termination Date, all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Existing Senior Subordinated Secured Hedging Agreements and Treasury Services Agreements and all other Notes Obligations (other than those arising from indemnities under the Credit Documents for which are not then due and payableno claim has been made) then due and payable owing have been indefeasibly paid in full (or arrangements defeased in accordance with respect to the terms of the Existing Senior Subordinated Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such timeNotes Indenture) and (y) that date upon which the Required Secured Creditors shall have released all of the Collateral pledged hereunder in accordance with the requirements of Section 11.8(b) or (c) below. For the avoidance of doubt, upon repayment in full of the Existing Senior Subordinated Secured Hedging Agreements Notes Obligations or termination of the Existing Senior Subordinated Secured Notes Documents, the security rights of the Existing Senior Subordinated Secured Notes Creditor in the Collateral shall be automatically released and Treasury Services Agreements have been terminated discharged (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such timewithout any further action required).

Termination; Release. (a) On the Termination DateUpon Payment in Full, this Agreement shall terminate (provided that all indemnities set forth herein includingand be of no further force and effect, and the Administrative Agent shall thereupon promptly return to the Borrowing Agent or another Debtor such of the Collateral and such other documents delivered by any Debtor hereunder as may then be in the Administrative Agent’s possession, subject to the rights of third parties. Until such time, however, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The pledge, security interests and other Liens hereunder shall be automatically released on any Collateral consisting of assets or Equity Interests sold or otherwise Disposed of to a Person who is not a Loan Party in a sale or other Disposition or transfer permitted under Section 8.2.7 [Dispositions of Assets or Subsidiaries] or Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] of the Credit Agreement, without limitation in Section 6.1 hereof, shall survive such terminationany further action by any party. (b) and If any of the Collateral shall be sold or otherwise Disposed of by any Debtor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of the respective AssignorBorrowing Agent or such Debtor, will promptly shall, within a commercially reasonable period of time, execute and deliver to the Borrowing Agent or such Assignor Debtor all releases or other documents reasonably necessary or desirable to evidence the release of the Liens created hereby on such Collateral. In the event that any of the Equity Interests of any Debtor that is a proper instrument Subsidiary of the Borrowing Agent shall be sold, transferred or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging otherwise disposed of in a transaction permitted by the satisfaction Credit Agreement and termination such Debtor shall no longer constitute a Subsidiary, then, at the request of this Agreementthe Borrowing Agent and at the sole expense of the Debtors, such Debtor shall be released from its obligations hereunder and, at the reasonable request of the Borrowing Agent and will duly assignat the expense of the Debtors, transfer the Administrative Agent shall, within a commercially reasonable period of time, execute and deliver to the Borrowing Agent any releases or other documents reasonably necessary or desirable to evidence such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the 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 date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)release.

Termination; Release. (ai) On the Termination Date, this This Agreement shall terminate and the Pledged Collateral shall be automatically 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 and all Letters of Credit have been canceled or have expired or have been Cash Collateralized and all amounts drawn thereunder have been reimbursed in full (other than contingent indemnification obligations for which no claim or demand has been made and that, without limitation in Section 6.1 pursuant to the provisions of the Credit Agreement or the Security Documents, survive the termination thereof). Upon termination hereof, the security interests granted hereby shall survive terminate and all rights to the Pledged Collateral shall revert to the Pledgor or to such terminationother 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, upon the written request and at the sole cost and expense of the Pledgor, assign, transfer and deliver to the Pledgor, against receipt and without recourse to or warranty of any kind (either express or implied) 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 possession or control 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, 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. (ii) If any of the Collateral is sold, transferred or otherwise disposed of by the Pledgor (other than to another Loan Party) in a transaction permitted by the Credit Agreement, then the lien created pursuant to this Agreement in such Collateral shall be released, and the Collateral Agent, at the request and sole expense of the respective AssignorPledgor, will shall promptly execute and deliver to such Assignor a proper instrument the Pledgor all releases or instruments (including Uniform Commercial Code termination statements on other documents reasonably necessary or desirable and in form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver reasonably satisfactory to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has take such further actions for the release of such Collateral (not theretofore been sold including Proceeds thereof) from the security interests created hereby; provided that the Pledgor shall have delivered to the Collateral Agent, at least five Business Days (or otherwise applied or released pursuant such shorter period of time acceptable to this Agreement. As used in this Agreement, “Termination Date” shall mean the Collateral Agent) prior to the date upon which of the Total Revolving Loan Commitment under proposed release, a certificate of a Responsible Officer of the Pledgor with request for release identifying the relevant Collateral and certifying that such transaction is in compliance with the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)Loan Documents.

Termination; Release. (a) On At such time as the Termination DateObligations (other than any contingent indemnification Obligations for which no demand has been made and any Obligations owing to a Non-Lender Secured Party) then due and owing shall have been paid in full, the Commitments under the Credit Agreement have been terminated and no Letters of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent), all Collateral shall be automatically released from the Liens created hereby, and this SGR Security Agreement shall terminate and all obligations (provided that all indemnities set forth herein including, without limitation in Section 6.1 hereof, shall other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor shall automatically 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 applicable Grantor. At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall promptly execute, acknowledge and deliver to such Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as such Grantor shall reasonably request to evidence such termination. (b) Upon any Permitted Disposition of Collateral (whether by way of the sale of assets or the sale of Capital Stock of a Grantor of Collateral) of the type described in items (1), (2) (provided the requirements set forth in the first proviso to such section are satisfied), (4) and (5) of the definition of “Permitted Disposition” or any other type of Permitted Disposition involving divestiture of any Grantor’s title to the related Collateral under the Credit Agreement, the Lien pursuant to this SGR Security Agreement on such sold or disposed of Collateral shall be automatically released. In connection with any other Disposition of Collateral not covered by the preceding sentence (whether by way of the sale of assets or the sale of Capital Stock of a Grantor of such Collateral) permitted under the Credit Agreement, the Collateral Agent shall, upon receipt from such Grantor of a written request for the release of the Collateral subject to such sale or other disposition (or in the case of a sale of Capital Stock of such Grantor, the release of such Grantor’s Collateral), at such Grantor’s sole cost and expense, promptly execute, acknowledge and deliver to such Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as such Grantor shall reasonably request to evidence or effect the release of the Liens created hereby (if any) on such Collateral. (c) For the avoidance of doubt, (i) if any Slot ceases to be included in the Collateral because it ceases to be actually utilized in connection with the Scheduled Services or any Gate Leasehold ceases to be included in the Collateral because it ceases to be used for servicing the Scheduled Services relating to the airport at which such Gate Leasehold is located, such Slot or Gate Leasehold shall be automatically released from the Lien of this SGR Security Agreement and (ii) subject to clause (1) of the first proviso to Section 1 hereof, if any FAA Slot or Foreign Slot now held or hereafter acquired by any Grantor becomes an FAA Route Slot or Foreign Route Slot, respectively, or any right, title, privilege, interest and authority now held or hereafter acquired by such Grantor in connection with the right to use or occupy space in an airport terminal becomes a Gate Leasehold, such FAA Slot, Foreign Slot or right, title, privilege, interest and authority shall be automatically subject to the Lien of this SGR Security Agreement. (d) [Reserved]. (e) Upon the release of any Grantor from its guarantee of the Obligations pursuant to Section 9.05 of the Credit Agreement, such Grantor shall cease to be a Grantor hereunder and the items of Collateral Agentowned by such Grantor shall be released from the Lien and security interest granted hereby, and in connection therewith, the Collateral Agent will, at the request and expense of the respective Assignorapplicable Grantor’s expense, will promptly execute and deliver to such 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 Grantor such Assignor documents as it shall reasonably request (without recourse and without any representation or warranty) ), including, without limitation, any UCC termination statements and any amendment or modification of this SGR Security Agreement pursuant to a SGR Security Agreement Supplement or otherwise, to evidence the release of such Grantor and such Grantor’s Collateral from the Lien and security interest granted hereby and reassignment of all right, title and interest of the Collateral Agent in all of such Grantor’s Collateral to such Grantor. For the avoidance of doubt, upon any merger or consolidation pursuant to Section 6.10(b) of the Credit Agreement, the Collateral shall not be released pursuant to this Section 16(e) so long as following such merger or consolidation, the surviving entity is another Grantor party to this SGR Security Agreement. (f) Upon the direction of the Borrower pursuant to and in accordance with Section 6.09(c) of the Credit Agreement, such items of Collateral as may be specified by the Borrower shall be released from the Lien and security interest granted hereby, and in connection therewith, the possession Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as it shall reasonably request (without recourse and without any representation or warranty), including, without limitation, any UCC termination statements and any amendment or modification of this SGR Security Agreement pursuant to a SGR Security Agreement Supplement or otherwise, to evidence the release of such items of Collateral from the Lien and security interest granted hereby and reassignment of all right, title and interest of the Collateral Agent and in all of such Grantor’s specified Collateral to such Grantor. (g) If the Borrower or any other Grantor requests release documentation with respect to any Collateral released as has not theretofore been sold provided in this Section 16, including UCC termination statements or otherwise applied other release-related documentation, the Borrower or released other Grantor requesting such documentation shall deliver to the Collateral Agent an Officer’s Certificate stating that the release of such Grantor’s respective Collateral that is to be evidenced by such UCC termination statements or other instruments is permitted pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean Section 16 and the date upon which the Total Revolving Loan Commitment under relevant provisions of the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory provided that an Officer’s Certificate delivered to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit pursuant to be in a stated amount equal to at least 105% Section 6.09(c) of the aggregate Stated Amount Credit Agreement shall be deemed to satisfy the requirements of all Letters of Credit outstanding at such timethis clause (g)), all Obligations under . The Collateral Agent shall have no liability whatsoever to any Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, Party as the case may be, have been made or the express provisions result of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)any release of Collateral by it as permitted by this Section 16.

Termination; Release. (a) On When all the Termination DateSecured Obligations have been paid in full and no commitments remain under 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. In addition, without limitation in Section 6.1 hereofthe Pledged Collateral or any portion thereof shall be released from the Lien of this Agreement pursuant to the Credit Agreement. Upon such release, shall survive such termination) and the Collateral AgentAgent shall, upon the request and at the request sole cost and expense of the respective AssignorPledgors, will promptly execute and deliver to such 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 Assignor (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 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 the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminatedand, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to any other Pledged Collateral proper documents and instruments (including UCC-3 termination financing statements or releases, terminations of Deposit Account Control Agreements acknowledging the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, Pledged Collateral as the case may be). If, have been made or in compliance with the express terms and provisions of the Credit Documents, all or substantially all of the Equity Interests or property of any Pledgor are sold or otherwise transferred (a “Transferred Pledgor”) to a person or persons, none of which is a U.S. Borrower or a Subsidiary, such Secured Hedging Transferred Pledgor shall, upon the consummation of such sale or transfer, be automatically released from its obligations under this Agreement and its obligations to pledge and grant any Pledged Collateral owned by it and, so long as the Borrower Agent shall have provided the Collateral Agent such certifications or Treasury Services Agreement documents as the Collateral Agent shall not require reasonably request, the related Obligations Collateral Agent shall take such actions as are necessary to be repaid effect each release described in this Section 12.4 in accordance with the relevant provisions of the Credit Documents, so long as Pledgors shall have provided the Collateral Agent such certifications or cash collateralized at such time)documents as Collateral Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Termination; Release. (a) On When all the Termination DateSecured Obligations have been paid in full (other than Contingent Obligations at Termination), the New Term Loan Commitments of the Lenders to make any New Term Loan under the Credit Agreement shall have been terminated, the Swap Obligations have been cash collateralized in an amount equal to 100% of such Secured Swap Obligations, and all Letters of Credit are cancelled or returned (other than those Letters of Credit for which Supporting Letters of Credit have been deposited with the Administrative Agent in accordance with and as required by Section 1.4(g) of the Credit Agreement), this Agreement shall terminate and the Pledged 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 Administrative Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver or cause to be delivered to Pledgor, against receipt and without recourse to or 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 (provided that all indemnities set forth herein including, without limitation in Section 6.1 the case of a release) as may be in possession of the Administrative 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 survive such termination) be released, and the Collateral Administrative Agent, at the request and sole HOUSTON\2261345 -18- expense of the respective Assignorsuch Pledgor, will promptly shall execute and deliver to such Assignor a proper instrument Pledgor all releases or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging other documents reasonably necessary or desirable for the satisfaction and termination release of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of Pledged Collateral from the Collateral as may be in the possession of the 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” security interests created hereby; provided that Borrower shall mean the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory provide to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require evidence of such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under transaction's compliance with the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to Agreement as the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made Administrative Agent or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement Majority Lenders shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)reasonably request.

Termination; Release. (a) On the Termination Date, this Agreement and the security interests created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation limitation, in Section 6.1 hereof, 11 hereof and Section 6 of Annex N to the U.S. Security Agreement shall survive any such termination) ), and the Collateral AgentPledgee, at the request and expense of the respective Assignorany Pledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent 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 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” "TERMINATION DATE" shall mean the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminatedterminated and all Interest Rate Agreements entered into with any Interest Rate Creditor have been terminated (or cash collateralized to the reasonable satisfaction of the Pledgee), no Note under the Credit Agreement is outstanding (and all Loans and Unpaid Drawings thereunder have been paid repaid in full)full in cash in accordance with the terms thereof, all Letters of Credit issued under the Credit Agreement have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably a manner satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)Agent), all Second Lien Obligations under Secured Hedging Agreements and Treasury Services Agreements have been paid in full in cash (or defeased or discharged) in accordance with the terms thereof and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full in accordance with the terms thereof; PROVIDED, HOWEVER, at such time as (x) all First Lien Obligations have been paid in full in cash in accordance with the terms thereof and all Commitments under the Credit Agreement have been terminated and all Letters of Credit have been terminated or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are cash collateralized in a manner satisfactory to the applicable Secured Hedging Creditor Administrative Agent or Treasury Services Creditor (y) the First Lien Creditors have been made or released their Liens on all of the express provisions Collateral then, in either case, this Agreement and the security interests created hereby shall terminate (provided that all indemnities set forth herein (including, without limitation, in Section 11 hereof) and in Section 6 of such Secured Hedging Agreement or Treasury Services Annex N to the U.S. Security Agreement shall survive such termination) unless, in the case of preceding clause (x), any Event of Default under the Senior Secured Notes Indenture exists as of the date on which the First Lien Obligations are repaid in full and terminated as described in such clause (x), in which case the security interests created under this Agreement in favor of the Second Lien Creditors will not require be released except to the related extent the Collateral or any portion thereof was disposed of in order to repay the First Lien Obligations to (although the security interests created in favor of the Second Lien Creditors will be repaid or cash collateralized at released when such time) Event of Default and all other Events of Default under the Senior Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect Notes Indenture cease to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such timeexist).

Termination; Release. (a) On the Termination DateDate (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation limitation, in Section 6.1 hereof, 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective Assignorsuch Pledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code UCC termination statements on form UCC-3statements) 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent 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” "TERMINATION DATE" shall mean the date upon which the Total Revolving Loan Commitment Commitments under the Credit Agreement has have been terminated and all Covered Agreements have been terminated, no Letter of Credit or Note (as defined in the Credit Agreement) is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of creditterminated, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under described herein and described in Section 12.01 of the Credit Documents Agreement, and any other indemnities set forth in any other Credit Documents, in each case which are not then due and payable) then due and payable have been paid in full. (b) 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 time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminated, in connection with a sale or disposition permitted by Section 8.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or arrangements with respect all the Lenders if required by Section 12.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to Debt Agreements, and in the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or case of clauses (x) and (y), the express provisions proceeds of such Secured Hedging sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all other Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsDebt Agreement, as the case may be, have been made or to the express provisions 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 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 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 hereto, 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 foregoing Section 19(a) or (b), it 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 19(a) or (b) hereof. (d) The Pledgee shall have no liability whatsoever to any other Secured Hedging Agreement Creditor as the result of any release of Collateral by it in accordance with (or Treasury Services Agreement shall not require which the related Obligations Collateral Agent in the absence of gross negligence and willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) believes to be repaid or cash collateralized at such time)in accordance with) this Section 19.

Termination; Release. a. This Security Agreement, the Liens in favor of the Collateral Agent (afor the benefit of itself and the other Secured Parties) On and all other security interests granted hereby shall immediately and automatically terminate with respect to all Secured Obligations on the Termination Date, 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 Secured Parties against (y) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, and (z) any Secured Obligations that may thereafter arise under Section 11.06 of the Credit Agreement. b. The Collateral shall be released from the Lien of this Security Agreement shall terminate (provided that all indemnities set forth herein including, without limitation in Section 6.1 hereof, shall survive such termination) accordance with the provisions of the Credit Agreement. Upon termination hereof or any release of Collateral in accordance with the provisions of this Security Agreement and the Credit Agreement, the Collateral AgentAgent shall, upon the request and at the request sole cost and expense of the respective AssignorGrantors, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreementrelease, and will duly assign, transfer and deliver to such Assignor (the Grantors, 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 partial release) or all of the Collateral (in the case of termination of this Security Agreement) as may be in the possession of the 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 the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminatedand, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory any other Collateral, file, or authorize such Grantor to the applicable Secured Hedging Creditor file, proper documents and instruments (including UCC‑3 termination statements or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) releases and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements releases with respect to Intellectual Property Collateral to be filed with the Secured Hedging Agreements United States Trademark and Treasury Services Agreements that are satisfactory to Patent Office and the applicable Secured Hedging Creditors United States Copyright Office) acknowledging the termination hereof or Treasury Services Creditorsthe release of such Collateral, as the case may be. c. At any time that the respective Grantor desires that the Collateral Agent take any action described in clause (b) of this Section 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 (a) and (b) of this Section 9.5. The Collateral Agent shall have been made no liability whatsoever to any other Secured Party as the result of any release of Collateral by it as permitted (or which the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations Collateral Agent in good faith believes to be repaid or cash collateralized at such time)permitted) by this Section 9.5.

Termination; Release. (a) On the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation in Section 6.1 hereof, shall survive such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute if necessary and deliver to such Assignor the Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) 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 Assignor the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee 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, 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 any of the Pledgor’s Affiliates) in connection with a sale or other disposition permitted by the respective Secured Debt Agreements, the Pledgee will duly release from the security interest created hereby (and, at the request, cost and expense of the Pledgor, will execute and deliver such documentation, including termination or partial release statements and the like in connection therewith) and assign, transfer and deliver to the 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 and 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 18(a) or (b), “Termination Date” it shall mean deliver to the date upon Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by a Senior Designated Officer of the Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 18(a) or (b) hereof. (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 (or which the Total Revolving Loan Commitment under Pledgee in the Credit Agreement has been terminated, no Note is outstanding (absence of gross negligence and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit willful misconduct believes to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payableaccordance with) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)this Section 18.

Termination; Release. (a) On Except as provided in Section 10.19 of the Termination DateCredit Agreement, this Agreement Assignment shall terminate (provided that remain in full force and effect until all indemnities set forth herein including, without limitation the Secured Obligations have been paid in Section 6.1 hereof, shall survive such termination) full and the Collateral AgentLenders have no further commitment to extend credit under the Credit Agreement. Upon termination of this Assignment the security interests granted by the Assignor hereunder shall be released. Upon such release, the Assignee shall, upon the request and at the request sole cost and expense of the respective Assignor, will promptly execute and deliver to such 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 Assignor (Assignor, against receipt and without recourse and without any representation to or warranty) warranty by the Assignee except as to the fact that the Assignee has not encumbered the released assets, such of the Collateral security interests or any part thereof to be released (in the case of a release) as may be in the possession of the Collateral Agent Assignee 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 the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminatedand, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to any other security interests, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditorssecurity interests, as the case may be. Any release, have been discharge or settlement between the Assignor and the Secured Parties (or any of them) in relation to this Assignment shall be conditional upon no payment made by any Borrower to the Secured Parties hereunder or the express provisions of such Secured Hedging Agreement under any other Loan Document being void, set aside or Treasury Services Agreement shall not require the related Obligations ordered to be repaid refunded pursuant to any enactment or cash collateralized law relating to breach of duty by any person, bankruptcy, liquidation, administration, protection from creditors generally or insolvency or for any other reason whatsoever. If any payment is void or at any time so set aside or ordered to be refunded, the Assignee, on behalf of the Secured Parties, shall be entitled subsequently to enforce the security interest created hereunder as if such time)release, discharge or settlement had not occurred and any such payment had not been made.

Termination; Release. Upon the earlier of (aI) On when all the Termination DateCredit Agreement Obligations (other than (A) contingent indemnification obligations not yet due and payable and (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 Secured Letter of Credit Agreements and Secured Hedge Agreements) have been paid in Section 6.1 hereof, shall survive such termination) full and the Collateral Agent, at the request and expense Commitments of the respective Assignor, will promptly execute and deliver Lenders to such Assignor a proper instrument make any Loan or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination to issue any Letter of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the 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 date upon which the Total Revolving Loan Commitment Credit under the Credit Agreement has shall have expired or been terminated, no Note is outstanding (sooner terminated and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter other than Letters of credit, in either case on terms and pursuant Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders applicable L/C Issuers shall have been made) and (which arrangementsII) the occurrence of a Collateral Release Event, this Agreement shall terminate; provided that the Pari Passu Obligations shall no longer be secured hereby and this Agreement shall be deemed terminated pursuant to the terms of the Pari Passu Indenture in any event, shall require such cash collateral or backstop letter of credit the event the Credit Agreement Obligations are no longer required to be in secured hereby as a stated amount equal to at least 105% result of the aggregate Stated Amount release of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements the Collateral by the Administrative Agent as permitted hereunder and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are Agreement. Upon termination of this Agreement, the Collateral shall be 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 Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not then due 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 possession of the Administrative Agent and payable) then due and payable as shall not have been paid in full (sold or arrangements otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsCollateral, as the case may be. The Administrative Agent is hereby expressly authorized to, have been made or and agrees upon request of the express provisions Borrower that it will, release or, in the case of such Secured Hedging Agreement or Treasury Services Agreement shall not require Section 9.10(e) of the related Obligations to be repaid or cash collateralized at such time)Credit Agreement, subordinate any Collateral and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreement.

Termination; Release. (a) On After the Termination Date, this Agreement and the security interests created hereby shall terminate (provided that all indemnities set forth herein including, without limitation limitation, in Section 6.1 hereof, 10.1 hereof and in Section 6 of Annex N hereto shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code UCC termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the 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 date upon which the Total Revolving Loan Commitment under the Credit Agreement has and all Interest Rate Protection Agreements and Other Hedging Agreements entered into with Other Creditors have been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid repaid in full), all Letters of Credit have been terminated, the Overdraft Line has been terminated (or and all outstanding Overdraft Obligations thereunder and under the Overdraft Agreement have been cash collateralized or backstopped by another letter of credit, repaid in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time))full, all Second Lien Obligations under Secured Hedging Agreements and Treasury Services Agreements have been repaid in full and all other Obligations (other than arising from indemnities under the Credit Documents for which are not then due and payableno request has been made) then due and payable owing have been paid in full; provided, however, at such time as (x) all First Lien Obligations have been paid in full (or arrangements in cash in accordance with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) terms thereof and all Secured Hedging Agreements Commitments and Treasury Services Agreements Letters of Credit under the Credit Agreement have been terminated or (or arrangements with respect y) the First Lien Creditors have released their Liens on all of the Collateral then, in either case, this Agreement and the security interests created hereby shall terminate (provided that all indemnities set forth herein (including, without limitation, in Section 10.1 hereof) and in Section 6 of Annex N hereto shall survive such termination) unless, in the case of preceding clause (x), any Event of Default under the Senior Secured Note Indenture exists as of the date on which the First Lien Obligations are repaid in full and terminated as described in such clause (x), in which case the security interests created under this Agreement in favor of the Second Lien Creditors will not be released except to the extent the Collateral or any portion thereof was disposed of in order to repay the First Lien Obligations (although the security interests created in favor of the Second Lien Creditors will be released when such Event of Default and all other Events of Default under the Senior Secured Hedging Agreements and Treasury Services Agreements that are satisfactory Note Indenture cease to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such timeexist).

Termination; Release. (a) On When all the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation Secured Obligations have been paid in Section 6.1 hereof, shall survive such termination) full and the Collateral Agent, at the request and expense Commitments of the respective Assignor, will promptly execute and deliver Lenders to such Assignor a proper instrument make any Loan or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination to issue any Letter of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the 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 date upon which the Total Revolving Loan Commitment Credit under the Credit Agreement has shall have expired or been terminated, no Note is outstanding (sooner terminated and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall automatically terminate. Upon termination of this Agreement the 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 Collateral Agent shall, upon the request and at such time) the sole cost and all Secured Hedging Agreements expense of the Pledgors, assign, transfer and Treasury Services Agreements have been terminated (or arrangements with respect deliver to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory appropriate Pledgors, without recourse to or warranty by the Collateral Agent except as to the applicable Secured Hedging Creditors fact that the Collateral Agent has not encumbered the released assets, proper documents and instruments (including UCC-3 termination financing statements, mortgage releases, Intellectual Property Collateral releases or Treasury Services Creditorsother releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. (b) Notwithstanding the foregoing, if (i) the Obligations have been made paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the express 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, (ii) Secured Obligations of the type described in clause (b) of the definition of Secured Obligations ("Remaining Secured Obligations") remain outstanding and (iii) all or a portion of the 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 Hedging Agreement or Treasury Services Obligations have been paid in full and the provisions of paragraph (a) of this Section 11.4 shall apply concurrently with the incurrence of the 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 Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)terminate but shall remain in full force and effect.

Termination; Release. (a) On When all the Termination DateObligations have been paid in full (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 and the Pledged 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 Administrative 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 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 (provided that all indemnities set forth herein including, without limitation in Section 6.1 the case of a release) as may be in possession of the Administrative 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 survive such termination) be released, and the Collateral Administrative Agent, at the request and sole expense of the respective Assignorsuch Pledgor, will promptly shall execute and deliver to such Assignor a proper instrument Pledgor all releases or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging other documents reasonably necessary or desirable for the satisfaction and termination release of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of Pledged Collateral from the Collateral as may be in the possession of the 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” security interests created hereby; provided that Borrowers shall mean the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory provide to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require evidence of such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under transaction’s compliance with the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement Administrative Agent shall not require the related Obligations to be repaid or cash collateralized at such time)reasonably request.

Termination; Release. (a) On When all the Termination DateSecured Obligations have been paid in full (other than Contingent Obligations at Termination),the Commitments of the Lenders to make any Loan under the Credit Agreement shall have been terminated, all Bank Products have terminated and all Letters of Credit are cancelled or returned (other than those Letters of Credit or related Credit Support for which Supporting Letters of Credit have been deposited with the Administrative Agent in accordance with and as required by Section 1.4(g) of the Credit Agreement), this Agreement shall terminate and the Pledged 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 Administrative Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver or cause to be delivered to Pledgor, against receipt and without recourse to or 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 (provided that all indemnities set forth herein including, without limitation in Section 6.1 the case of a release) as may be in possession of the Administrative 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 survive such termination) be released, and the Collateral Administrative Agent, at the request and sole expense of the respective Assignorsuch Pledgor, will promptly shall execute and deliver to such Assignor a proper instrument Pledgor all releases or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging other documents reasonably necessary or desirable for the satisfaction and termination release of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of Pledged Collateral from the Collateral as may be in the possession of the 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” security interests created hereby; provided that Borrower shall mean the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory provide to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require evidence of such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under transaction’s compliance with the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement Administrative Agent shall not require the related Obligations to be repaid or cash collateralized at such time)reasonably request.

Termination; Release. (a) On the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation in Section 6.1 hereof, shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this This Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the 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 date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements Security Interest and all other security interests granted hereby shall terminate when all Obligations (other than indemnities under the Credit Documents contingent indemnification obligations for which are not then due and payableno claim has been made or Obligations constituting Secured Cash Management Obligations or Secured Swap Obligations) then due and payable have been paid in full and all Commitments and New Commitments have terminated or expired. (b) A Grantor (other than the Borrower) 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 a result of which such Grantor ceases to be a Subsidiary of the Borrower. (c) Upon any sale or arrangements with respect other transfer or disposition by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory release of the Security Interest granted hereby in any Collateral pursuant to the applicable Secured Hedging Creditor Credit Agreement or Treasury Services Creditor have been made this Agreement, the Security Interest in such Collateral shall be automatically released; provided that if any Grantor provides cash collateral to an issuing bank in connection with such issuing bank’s issuance of a bank guarantee or letter of credit for the express provisions account of any Grantor or any of their respective Subsidiaries in a transaction permitted by the Credit Agreement, then the Security Interest in cash constituting Collateral shall be automatically released so long as the amount of such Secured Hedging Agreement cash constitutes a Permitted Cash Collateral Release Amount. (d) In connection with any termination or Treasury Services Agreement release pursuant to paragraph (a), (b) or (c) of this Section 9.14, the Administrative Agent shall not require the related Obligations execute and deliver to be repaid or cash collateralized any Grantor at such timeGrantor’s expense, all UCC termination statements, releases and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of termination statements, releases, or other documents pursuant to this Section 9.14 shall be without recourse to or warranty by the Administrative Agent. This SECURITY SUPPLEMENT, dated as of [____________], 20[ ], is delivered pursuant to the Pledge and Security Agreement, dated as of December 20, 2019 (as it may from time to time be amended, restated, amended and restated, modified or supplemented, the “Security Agreement”), among PALANTIR TECHNOLOGIES INC., a Delaware corporation (the “Borrower”), the other LOAN PARTIES from time to time party thereto (collectively, with the Borrower, the “Grantors”, and each, a “Grantor”), and XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Capitalized terms used herein but not defined herein are used with the meanings given them in the Security Agreement. Each Grantor confirms that it pledges and grants to the Administrative Agent, for its benefit and for the benefit of the Secured Parties, as set forth in and subject to the terms and conditions of the Security Agreement, a continuing security interest in and Lien on all of its right, title and interest in, to and under the Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as security for the prompt and complete payment and performance in full when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) and of the Bankruptcy Code) of all Secured Hedging Agreements Obligations. Each Grantor represents and Treasury Services Agreements have been terminated (or arrangements with respect warrants that the attached supplements to Perfection Certificate accurately and completely set forth all additional information required pursuant to the Secured Hedging Agreements Security Agreement and Treasury Services Agreements hereby agrees that are satisfactory such supplements to the applicable Secured Hedging Creditors or Treasury Services Creditors, as Perfection Certificate shall constitute part of the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)Perfection Certificate.

Termination; Release. (a) On When all the Termination DateSecured Obligations (other than contingent indemnification Obligations as to which no claim has been asserted) have been paid in full and the Commitments of the Lenders to make any Loan under the ABL Credit Agreement shall have expired or been sooner terminated in accordance with the provisions of the ABL Credit Agreement, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation in Section 6.1 hereof, shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and terminate. Upon termination of this Agreement, or as otherwise provided in the ABL 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 ABL 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 Assignor (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 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 the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminatedand, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements 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 Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsCollateral, as the case may be, have been made or . (b) A Pledgor shall automatically be released from its obligations hereunder and the express provisions security interest in the Collateral of such Secured Hedging Pledgor shall be automatically released upon the consummation of any transaction permitted by the ABL Credit Agreement or Treasury Services Agreement shall not require the related Obligations as a result of which such Pledgor ceases to be repaid a Subsidiary of the Borrower in accordance and in compliance with the terms of the ABL Credit Agreement. (c) Upon any sale or cash collateralized at transfer by any Pledgor of any Collateral that is permitted under the ABL Credit Agreement (other than a sale or transfer to another Loan Party in accordance and in compliance with the terms of the ABL Credit Agreement), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.02 of the ABL Credit Agreement, the security interest in such time)Collateral shall be automatically released.

Termination; Release. (a) On the Termination DateDate (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation in Section 6.1 hereof, the Loan Agreement and the Security Documents and any other provision intended to survive shall survive such terminationsurvive) and the Collateral AgentLender, at the request and expense of the respective AssignorBorrower, will promptly execute and deliver to such Assignor the Borrower a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, any financing change statements or other documents required to discharge the Lender’s Security Interest and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such Assignor the Borrower (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Lender and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any Money at the time held by the Lender or any of its agents hereunder. With respect to any Collateral consisting of an uncertificated security or a Pledged Securities Account, security entitlement or Pledged Commodity Account as to which a securities control agreement is in effect, the Lender will, after the Termination Date, if so requested by the Borrower, deliver to the issuer any such uncertificated security and to the security intermediary and commodity intermediary for such Pledged Securities Account, securities entitlement or Pledged Commodity Account a notice of the termination of such securities control agreement. As used in this Agreement, “Termination Date” shall mean the date date, as notified by the Lender to the Borrower, upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminatedwhich, no Note is outstanding (all Disbursements and all Loans any interests, costs and Unpaid Drawings expenses have been indefeasibly paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been indefeasibly paid in full and the Lender has no commitment or obligation (contingent or arrangements with respect otherwise) to extend any credit to or for the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to account of the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Borrower. (b) This Agreement shall not require the related Obligations continue to be repaid effective, or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditorsbe reinstated, as the case may be, have been made if at any time any payment received by the Lender in respect of the Obligations or the express provisions Collateral is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or upon the appointment of any intervener or conservator of, or trustee or similar official for, or any substantial part of the properties of the Borrower, or otherwise, all as though such Secured Hedging Agreement or Treasury Services Agreement shall payments had not require the related Obligations to be repaid or cash collateralized at such time)been made.

Termination; Release. (a) On the Termination Datedate of satisfaction and discharge of the Secured Obligations in accordance with Section 11 of the Collateral Trust Indenture, this Agreement Pledge Agreement, the security interest, liens and other interests and power created hereby in favor of the Trustee and any Proxy delivered in accordance herewith shall terminate without further action of any other person or entity (provided that all indemnities set forth herein including, without limitation limitation, in Section 6.1 hereof, 11 hereof shall survive any such termination), and the Trustee, promptly upon receipt of the certificate required under Section 18(b) and the Collateral Agent, at the request and expense of the respective Assignorany Pledgor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3i) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession Pledged Securities of the Collateral Agent and such Pledgor 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 monies of such Pledgor at the date upon which time held by the Total Revolving Loan Commitment under Trustee or any of its sub-agents hereunder and (ii) at the Credit request and expense of any Pledgor, execute and deliver to such Pledgor any instrument or instruments reasonably requested by any Pledgor acknowledging the satisfaction and termination of this Pledge Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to such Pledgor. (b) At any time that a Pledgor desires that the Trustee assign, transfer and deliver Pledged Securities of such Pledgor (and releases therefor) as provided in Section 18(a) hereof, it shall deliver to the Trustee a certificate signed by a Responsible Officer of such Pledgor (i) stating that the release of the Pledged Securities of such Pledgor is permitted pursuant to such Section 18(a) and (ii) directing the Trustee to so assign, transfer, deliver or release (as applicable) such Pledged Securities. (c) Any Pledged Collateral (or portion thereof) which is sold, assigned, conveyed transferred or pledged or otherwise Disposed of by any Pledgor pursuant to a Permitted Disposition or other transaction not prohibited under the Note Agreement or any other Transaction Document shall (i) in the case of a Permitted Disposition or other transaction involving less than all Pledged Collateral, upon receipt by the Trustee of an officer’s certificate of or from the applicable Pledgor referencing such Permitted Disposition or other transaction and stating that such Permitted Disposition or other transaction and such release of Liens is permitted under the Note Agreement and (ii) in the case of a Permitted Disposition or other transaction of all Pledged Collateral, upon receipt by the Trustee of an officer’s certificate of or from the Co-Issuers and opinion of counsel to the Co-Issuers each referencing such Permitted Disposition or other transaction and stating that such Permitted Disposition or other transaction and such release of Liens is permitted under the Note Agreement, be immediately released from the Liens of this Pledge Agreement without further action by any other Person, and the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) Parties hereby irrevocably and all Secured Hedging Agreements unconditionally authorize and Treasury Services Agreements have been terminated (or arrangements direct, with respect to any such released Pledged Collateral, (i) the Secured Hedging Agreements Trustee to and, at the expense of the Co-Issuers, the Trustee shall, promptly execute and Treasury Services Agreements that are satisfactory deliver any notice, consent or other instrument or document as such Pledgor may reasonably request with respect to such Pledged Collateral for the purpose of evidencing such release, and (ii) the Trustee to, and the Trustee shall, immediately transfer title to and possession of such Pledged Collateral to the applicable Secured Hedging Creditors relevant Pledgor or Treasury Services Creditorsits purchaser, assignee or transferee, as the case may be, have been made or the express provisions of directed by such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)Pledgor.

Termination; Release. (a) On the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation limitation, in Section 6.1 hereof, 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective Assignorsuch Pledgor, will promptly execute if necessary and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent 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). (b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party) in connection with a sale or other disposition permitted by the respective Secured Debt Agreements or is otherwise released at the direction of the Required Secured Creditors, the Pledgee, at the request, cost 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 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 and has not theretofore been released pursuant to this Agreement. Any proceeds of Collateral sold or otherwise disposed of as contemplated by the immediately preceding sentence may be applied in accordance with the requirements of the Credit Agreement; provided, however, upon the occurrence and during the continuance of an Existing Senior Note Event, such proceeds shall be applied as provided in Section 9(a) hereof. As used in this Agreementherein, “Termination Date” an "Existing Senior Note Event" shall mean the date upon which acceleration of the Total Revolving Loan Commitment under maturity of any Existing Senior Notes or the Credit Agreement has been terminatedfailure to pay at final maturity any Existing Senior Notes, or the occurrence of any default or event of default of the types specified in Section 5.01(6) or (7) of the Existing Senior Notes Indenture; provided that no Existing Senior Note is outstanding Event shall be deemed to exist (and x) at any time when no Existing Senior Note Obligations are secured hereunder or (y) after all Loans and Unpaid Drawings Existing Senior Note Obligations have been paid repaid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time).

Termination; Release. When all the Secured Obligations have been paid in full (aother than (A) On contingent liabilities not then due and payable and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the Termination Date, this Agreement applicable Cash Management Bank of Hedge Bank shall terminate (provided that all indemnities set forth herein including, without limitation in Section 6.1 hereof, shall survive such terminationhave been made) and the Collateral Agent, at the request and expense Commitments of the respective Assignor, will promptly execute and deliver Lenders to such Assignor a proper instrument make any Loan or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination to issue any Letter of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the 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 date upon which the Total Revolving Loan Commitment Credit under the Credit Agreement has shall have expired or been terminated, no Note is outstanding (sooner terminated and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been 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 released from the Lien of this Agreement. Upon such release or backstopped 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 at the sole cost and expense of the Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by another letter the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of credit, the Pledged Collateral or any part thereof to be released (in either the case on terms and pursuant to arrangements reasonably satisfactory to of a release) as may be in possession of the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, as shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (sold or arrangements 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 Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsPledged Collateral, as the case may be, have been made or . To the express extent the Required Lenders waive the provisions of Section 7.05 of the Credit Agreement with respect to the sale of any Pledged Collateral, or any Pledged Collateral is sold as permitted by Section 7.05 of the Credit Agreement, such Pledged Collateral (unless sold to a Company and only to the extent that the Lien of the Second Lien Secured Hedging Agreement or Treasury Services Agreement Parties on such Pledged Collateral is released on the same terms) shall not require be sold free and clear of the related Obligations Liens created by this Agreement, and the Administrative Agent shall take all actions it deems appropriate in order to be repaid or cash collateralized at such time)effect the foregoing.

Termination; Release. (a) On At such time as the Termination DateObligations (other than any Obligations owing to a Non-Lender Secured Party) then due and owing shall have been paid in full, the Commitments under the Credit Agreement have been terminated and no Letters of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent), all Collateral shall be automatically released from the Liens created hereby, and this SGR Security Agreement shall terminate and all obligations (provided that all indemnities set forth herein including, without limitation in Section 6.1 hereof, shall other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor shall automatically 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 applicable Grantor. At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall promptly execute, acknowledge and deliver to such Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as such Grantor shall reasonably request to evidence such termination. (b) Upon any Permitted Disposition of Collateral (whether by way of the sale of assets or the sale of Capital Stock of a Grantor of such Collateral) of the type described in items (1), (2) (provided the requirements set forth in the first proviso to such section are satisfied), (4) and (5) of the definition of “Permitted Disposition” or any other type of Permitted Disposition involving divestiture of any Grantor’s title to the related Collateral under the Credit Agreement, the Lien pursuant to this SGR Security Agreement on such sold or disposed of Collateral shall be automatically released. In connection with any other Disposition of Collateral not covered by the preceding sentence (whether by way of the sale of assets or the sale of Capital Stock of a Grantor of such Collateral) permitted under the Credit Agreement, the Collateral Agent shall, upon receipt from such Grantor of a written request for the release of the Collateral subject to such sale or other disposition (or in the case of a sale of Capital Stock of such Grantor, the release of such Grantor’s Collateral), at such Grantor’s sole cost and expense, promptly execute, acknowledge and deliver to such Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as such Grantor shall reasonably request to evidence or effect the release of the Liens created hereby (if any) on such Collateral. (c) For the avoidance of doubt, (i) if any Slot ceases to be included in the Collateral because it ceases to be actually utilized in connection with the Scheduled Services or any Foreign Gate Leasehold ceases to be included in the Collateral because it ceases to be used for servicing the Scheduled Services relating to the airport at which such Foreign Gate Leasehold is located, such Slot or Foreign Gate Leasehold shall be automatically released from the Lien of this SGR Security Agreement and (ii) subject to clause (1) of the first proviso to Section 1 hereof, if any FAA Slot or Foreign Slot now held or hereafter acquired by any Grantor becomes an FAA Route Slot or a Foreign Route Slot, respectively, or any right, title, privilege, interest and authority now held or hereafter acquired by such Grantor in connection with the right to use or occupy space in an airport terminal becomes a Foreign Gate Leasehold, such FAA Slot, Foreign Slot or right, title, privilege, interest and authority shall be automatically subject to the Lien of this SGR Security Agreement. (d) The Liens on any Account Collateral that is withdrawn from any Account (in each case, in compliance with the Credit Agreement) prior to receipt of a Notice of Exclusive Control (as defined in the applicable Account Control Agreement) by the Securities Intermediary or after receipt of a Rescission Notice (as defined in the Account Control Agreement) by the Securities Intermediary shall be automatically released upon such withdrawal. (e) Upon the release of any Grantor from its guarantee of the Obligations pursuant to Section 9.05 of the Credit Agreement, such Grantor shall cease to be a Grantor hereunder and the items of Collateral Agentowned by such Grantor shall be released from the Lien and security interest granted hereby, and in connection therewith, the Collateral Agent will, at the request and expense of the respective Assignorapplicable Grantor’s expense, will promptly execute and deliver to such 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 Grantor such Assignor documents as it shall reasonably request (without recourse and without any representation or warranty) ), including, without limitation, any UCC termination statements and any amendment or modification of this SGR Security Agreement pursuant to a SGR Security Agreement Supplement or otherwise, to evidence the release of such Grantor and such Grantor’s Collateral from the Lien and security interest granted hereby and reassignment of all right, title and interest of the Collateral Agent in all of such Grantor’s Collateral to such Grantor. For the avoidance of doubt, upon any merger or consolidation pursuant to Section 6.10(d) of the Credit Agreement, the Collateral shall not be released pursuant to this Section 16(e) so long as following such merger or consolidation, the surviving entity is another Grantor party to this SGR Security Agreement. (f) Upon the direction of the Borrower pursuant to and in accordance with Section 6.09(c) of the Credit Agreement, such items of Collateral as may be specified by the Borrower shall be released from the Lien and security interest granted hereby, and in connection therewith, the possession Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as it shall reasonably request (without recourse and without any representation or warranty), including, without limitation, any UCC termination statements and any amendment or modification of this SGR Security Agreement pursuant to a SGR Security Agreement Supplement or otherwise, to evidence the release of such items of Collateral from the Lien and security interest granted hereby and reassignment of all right, title and interest of the Collateral Agent and in all of such Grantor’s specified Collateral to such Grantor. (g) If the Borrower or any other Grantor requests release documentation with respect to any Collateral released as has not theretofore been sold provided in this Section 16, including UCC termination statements or otherwise applied other release-related documentation, the Borrower or released other Grantor requesting such documentation shall deliver to the Collateral Agent an Officer’s Certificate stating that the release of such Grantor’s respective Collateral that is to be evidenced by such UCC termination statements or other instruments is permitted pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean Section 16 and the date upon which the Total Revolving Loan Commitment under relevant provisions of the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory provided that an Officer’s Certificate delivered to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit pursuant to be in a stated amount equal to at least 105% Section 6.09(c) of the aggregate Stated Amount Credit Agreement shall be deemed to satisfy the requirements of all Letters of Credit outstanding at such timethis clause (g)), all Obligations under . The Collateral Agent shall have no liability whatsoever to any Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, Party as the case may be, have been made or the express provisions result of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)any release of Collateral by it as permitted by this Section 16.

Termination; Release. (a) On When all the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation Obligations have been paid in Section 6.1 hereof, shall survive such termination) full and the Collateral Agent, at the request and expense Commitments of the respective Assignor, will promptly execute and deliver Lenders to such Assignor a proper instrument make any Loan or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination to issue any Letter of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the 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 date upon which the Total Revolving Loan Commitment Credit under the Credit Agreement has shall have expired or been terminated, no Note is outstanding (sooner terminated and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been 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 released from the Lien of this Agreement. Upon such release or backstopped any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall promptly, 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 another letter the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of credit, the Pledged Collateral or any part thereof to be released (in either the case on terms and pursuant to arrangements reasonably satisfactory to of a release) as may be in possession of the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, as shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (sold or arrangements 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, intellectual property filings, real estate filings, or releases) acknowledging the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsPledged Collateral, as the case may be. (b) Notwithstanding clause (a) of this Section 11.4 or any term of the Credit Agreement or other Credit Document, have been made upon the consummation of the IPO of the IPO Company and the contribution of any assets of Language Line Holdings LLC (other than the Capital Stock of the IPO Company, proceeds of the IPO and proceeds of a sale by Language Line Holdings LLC of the Capital Stock of the IPO Company pursuant to Section 8.5(j) of the Credit Agreement) to a Credit Party, Language Line Holdings LLC shall be released in full from this Agreement and all Liens of the Administrative Agent or the express provisions Lenders granted hereunder upon any Pledged Collateral owned by Language Line Holdings LLC that consists of such Secured Hedging Agreement Capital Stock of the IPO Company, proceeds of the IPO or Treasury Services proceeds of a sale by Language Line Holdings LLC of the Capital Stock of the IPO Company pursuant to Section 8.5(j) of the Credit Agreement shall not require be released in full and of no further force or effect. In connection with such release, the related Obligations Administrative Agent agrees to be repaid or cash collateralized at such time)provide any and all release documentation and to take any and all actions, in each described in clause (a) of this Section 11.4.

Termination; Release. (a) On When all the Termination DateSecured Obligations (other than contingent indemnification Obligations as 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 6.1 hereof, shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) 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 Assignor (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 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 the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminatedand, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to any other Collateral, proper documents and instruments that any Pledgor shall reasonably request (including UCC-3 termination financing statements or releases) acknowledging the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsCollateral, as the case may be, have been made or . (b) A Pledgor shall automatically be released from its obligations hereunder and the express provisions security interest in the Collateral of such Secured Hedging Pledgor shall be automatically released upon the consummation of any transaction permitted by the Term Loan Credit Agreement or Treasury Services Agreement shall not require the related Obligations as a result of which such Pledgor ceases to be repaid a Subsidiary of the Borrower in accordance and in compliance with the terms of the Term Loan Credit Agreement. (c) Upon any sale or cash collateralized at transfer by any Pledgor of any Collateral that is permitted under the Term Loan Credit Agreement (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 written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.02 of the Term Loan Credit Agreement, the security interest in such time)Collateral shall be automatically released.

Termination; Release. (a) On This Security Agreement, the Termination Date, this Agreement 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 (provided that 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 indemnities set forth herein includingfees and other Secured Obligations shall have been indefeasibly paid in full in cash, without limitation (iii) all Letters of Credit (as defined in Section 6.1 hereofthe Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, shall survive such termination(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 L/C Issuer and the Collateral Administrative Agent, and (iv) all unreimbursed amounts owed by the Borrowers or any other Loan Party pursuant to the Loan Documents 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 are reasonably likely to be reversed or revoked, (y) any obligations that are reasonably likely to thereafter arise with respect to the Other Liabilities, and (z) any Secured Obligations that are reasonably likely to 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 AssignorGrantors, will promptly execute and deliver to such 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 Assignor (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 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 the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminatedand, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to any other Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsCollateral, as the case may be. (c) At any time that the respective Grantor desires that the Collateral Agent take any action described in clause (b) of this SECTION 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 (a) or (b) of this SECTION 9.5. The Collateral Agent shall have been made no liability whatsoever to any other Credit Party as the result of any release of Collateral by it as permitted (or which the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations Collateral Agent in good faith believes to be repaid or cash collateralized at such time)permitted) by this SECTION 9.5.

Termination; Release. (a) On This Security Agreement, the Termination Date, this Agreement shall terminate Lien in favor of the Agent (provided that all indemnities set forth herein including, without limitation in Section 6.1 hereof, shall survive such terminationfor the benefit of itself and the other Credit Parties) and all other security interests granted hereby shall automatically terminate with respect to all Secured Obligations when (i) the Commitments shall have expired or been terminated, and (ii) the Secured Obligations have been paid in full; provided, however, that in connection with the termination of this Security Agreement and the release and termination of the security interests in the Collateral, the Agent may require such indemnities and collateral security as they 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 (other than contingent indemnification obligations for which no claim has been asserted) that may thereafter arise under Section 10.04 of the Credit Agreement. (b) A Grantor (other than Borrower) shall automatically be released from its obligations hereunder and the Lien in favor of the Agent (for the benefit of itself and the other Credit Parties) on the Collateral Agentof such Grantor shall automatically be released upon the consummation of any transaction (i) permitted by the Credit Agreement as a result of which such Grantor ceases to be a Subsidiary of Borrower or (ii) to which the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in the Credit Agreement) shall have consented pursuant to Section 10.01 of the Credit Agreement. (c) Upon any Permitted Disposition by any Grantor of any Collateral, or upon the effectiveness of any written consent to the release of any security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) The Collateral shall be released from the Lien of this Security Agreement in accordance with the provisions of this Security Agreement and the Credit Agreement. Upon termination hereof or any release of Collateral in accordance with this Section 8.5 and the provisions of the Credit Agreement, the Agent shall, upon the request and at the request sole reasonable cost and expense of the respective AssignorGrantors, will promptly execute and deliver to such 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 Assignor (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 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 the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminatedand, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to any other Collateral, promptly deliver proper documents and instruments (including UCC 3 termination statements or releases) acknowledging the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsCollateral, as the case may be. (e) At any time that the 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 (a) or (b) of this Section 8.5. The Agent shall have been made no liability whatsoever to any other Credit Party as the result of any release of Collateral by it as permitted (or which the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations Agent in good faith believes to be repaid or cash collateralized at such time)permitted) by this Section 8.5.

Termination; Release. (ai) On the Termination Date, this This Agreement shall terminate and the Pledged Collateral shall be automatically 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 ABL Loan Document shall have been paid in full and all Letters of Credit have been canceled or have expired or have been Cash Collateralized and all amounts drawn thereunder have been reimbursed in full (other than contingent indemnification obligations for which no claim or demand has been made and that, without limitation in Section 6.1 pursuant to the provisions of the Credit Agreement or the Security Documents, survive the termination thereof). Upon termination hereof, the security interests granted hereby shall survive terminate and all rights to the Pledged Collateral shall revert to the Pledgor or to such terminationother 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, subject to the terms of the Intercreditor Agreement, the Collateral Agent shall promptly, upon the written request and at the sole cost and expense of the Pledgor, assign, transfer and deliver to the Pledgor, against receipt and without recourse to or warranty of any kind (either express or implied) 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 possession or control 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, 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. (ii) If any of the Collateral is sold, transferred or otherwise disposed of by the Pledgor (other than to another Loan Party) in a transaction permitted by the Credit Agreement, then the lien created pursuant to this Agreement in such Collateral shall be released, and the Collateral Agent, at the request and sole expense of the respective AssignorPledgor, will shall promptly execute and deliver to such Assignor a proper instrument the Pledgor all releases or instruments (including Uniform Commercial Code termination statements on other documents reasonably necessary or desirable and in form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver reasonably satisfactory to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has take such further actions for the release of such Collateral (not theretofore been sold including Proceeds thereof) from the security interests created hereby; provided that the Pledgor shall have delivered to the Collateral Agent, at least five Business Days (or otherwise applied or released pursuant such shorter period of time acceptable to this Agreement. As used in this Agreement, “Termination Date” shall mean the Collateral Agent) prior to the date upon which of the Total Revolving Loan Commitment under proposed release, a certificate of a Responsible Officer of the Pledgor with request for release identifying the relevant Collateral and certifying that such transaction is in compliance with the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)ABL Loan Documents.

Termination; Release. (a) On the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation in Section 6.1 hereof, shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this This Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the 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 date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements Security Interest and all other security interests granted hereby shall terminate when all Obligations (other than indemnities under the Credit Documents contingent indemnification obligations for which are not then due and payableno claim has been made) then due and payable have been paid in full and all Commitments and New Commitments have terminated or expired. (b) A Grantor (other than the Borrower) 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 a result of which such Grantor ceases to be a Subsidiary of the Borrower. (c) Upon any sale or arrangements with respect other transfer or disposition by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory release of the Security Interest granted hereby in any Collateral pursuant to the applicable Secured Hedging Creditor Credit Agreement or Treasury Services Creditor have been made this Agreement, the Security Interest in such Collateral shall be automatically released; provided that if any Grantor provides cash collateral to an issuing bank in connection with such issuing bank’s issuance of a bank guarantee or letter of credit for the express provisions account of any Grantor or any of their respective Subsidiaries in a transaction permitted by the Credit Agreement, then the Security Interest in cash constituting Collateral shall be automatically released so long as the amount of such Secured Hedging Agreement cash constitutes a Permitted Cash Collateral Release Amount. (d) In connection with any termination or Treasury Services Agreement release pursuant to paragraph (a), (b) or (c) of this Section 9.14, the Administrative Agent shall not require the related Obligations execute and deliver to be repaid or cash collateralized any Grantor at such timeGrantor’s expense, all UCC termination statements, releases and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of termination statements, releases, or other documents pursuant to this Section 9.14 shall be without recourse to or warranty by the Administrative Agent. . This SECURITY SUPPLEMENT, dated as of [____________], 20[ ], is delivered pursuant to the Pledge and Security Agreement, dated as of December 20, 2019 (as it may from time to time be amended, restated, amended and restated, modified or supplemented, the “Security Agreement”), among PALANTIR TECHNOLOGIES INC., a Delaware corporation (the “Borrower”), the other LOAN PARTIES from time to time party thereto (collectively, with the Borrower, the “Grantors”, and each, a “Grantor”), and XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Capitalized terms used herein but not defined herein are used with the meanings given them in the Security Agreement. Each Grantor confirms that it pledges and grants to the Administrative Agent, for its benefit and for the benefit of the Secured Parties, as set forth in and subject to the terms and conditions of the Security Agreement, a continuing security interest in and Lien on all of its right, title and interest in, to and under the Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as security for the prompt and complete payment and performance in full when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) and of the Bankruptcy Code) of all Secured Hedging Agreements Obligations. Each Grantor represents and Treasury Services Agreements have been terminated (or arrangements with respect warrants that the attached supplements to Perfection Certificate accurately and completely set forth all additional information required pursuant to the Secured Hedging Agreements Security Agreement and Treasury Services Agreements hereby agrees that are satisfactory such supplements to the applicable Secured Hedging Creditors or Treasury Services Creditors, as Perfection Certificate shall constitute part of the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)Perfection Certificate.

Termination; Release. (a) On It is expressly acknowledged and agreed that the Collateral may be sold by the Pledgors from time to time if permitted by this Agreement and the Credit Agreement in accordance with the terms hereof and thereof (x) until the Credit Agreement Termination Date, to the extent permitted by the Credit Agreement, and (y) thereafter, to the extent permitted by the other Secured Debt Agreements. Upon any sale of the type described in the immediately preceding sentence, the Pledgee shall, at the request and expense of the Company, release the Collateral being sold and execute and deliver to the relevant Pledgors a proper instrument or instruments acknowledging the release of such Collateral from this Agreement, and will duly assign, transfer and deliver to the relevant Pledgors (without recourse and without any representation or warranty) the Collateral being sold as described above. (b) The Pledgee shall, at the request and expense of the Company, release (without recourse and without any representation or warranty) any or all of the Collateral and deliver an appropriate instrument acknowledging such release, provided that such release has been approved in writing by the Required Secured Creditors (as defined in Section 4 of Annex D hereto). (c) After the Termination DateDate (as hereinafter defined), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation limitation, in Section 6.1 hereof, 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorCompany, will promptly execute and deliver to such Assignor each Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this AgreementAgreement as provided above, and will duly assign, transfer and deliver to such Assignor the Pledgors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent 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. As used in this Agreement, “Termination Date” shall mean either (x) the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been and all Interest Rate Protection Agreements are terminated, when no Note Letter of Credit is outstanding and when all Obligations (other than the Additional Senior Debt Obligations) have been paid in full or (y) to the extent written notice from the Company of such extension shall have been delivered to the Pledgee prior to the date described in clause (x) above, such later date as may be specified in such written notice; provided that in no event shall the Termination Date occur pursuant to this clause (y) prior to the date when all obligations of the type described in clauses (iv) and all Loans and Unpaid Drawings (v) of Section 1 of this Agreement shall have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time).

Termination; Release. (a) On This Related Real Estate Collateral Security Agreement, the Termination Date, this Agreement Lien in favor of the Administrative 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, and all rights to the Collateral shall revert to Grantor or any other Person entitled thereto, either (i) as provided that all indemnities set forth herein including, without limitation in Section 6.1 9.20 of the Credit Agreement, or (ii) when the Commitments shall have expired or been terminated and 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, that, in connection with the termination of this Related Real Estate Collateral Security Agreement, the Administrative Agent may require such indemnities and collateral security as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (A) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (B) any Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted) that may thereafter arise under Section 9.05 of the Credit Agreement. (i) Upon the consummation of a transaction expressly permitted under the Credit Agreement, which results in Grantor ceasing to be a Subsidiary of the Lead Borrower, Grantor shall be automatically released from its obligations under this Related Real Estate Collateral Security Agreement, the security interest granted hereby shall terminate with respect to Grantor and all rights to the Collateral of Grantor shall revert to Grantor or any other Person entitled thereto. (ii) Upon any sale or other transfer by Grantor of any Collateral that is expressly permitted under the Credit Agreement (other than a sale or other transfer to a Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.20 of the Credit Agreement, the security interest granted hereby shall terminate with respect to such Collateral and all rights to the Collateral shall revert to Grantor or any other Person entitled thereto. (iii) At such time as any of the foregoing contained Sections 6.5(a), 6.5(b)(i) and 6.5(b)(ii) hereof, shall survive such termination) upon the Lead Borrower’s written request and the Collateral Agent, at the request sole cost and expense of Grantor, the respective Assignor, Administrative Agent will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3A) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (Grantor, against receipt and without recourse and without any representation to or warranty) warranty by the Administrative Agent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of the satisfaction of Sections 6.5(a), 6.5(b)(i) and 6.5(b)(ii) hereof) as may be in the possession of the Collateral Administrative 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 (B) with respect to any other Collateral, authorize the filing of appropriate termination statements and other documents (including UCC termination statements or releases) to terminate such security interests. (c) At any time that the respective Grantor desires that the Administrative Agent take any action described in this AgreementSection 6.5(b) hereof, “Termination Date” shall mean Grantor shall, upon request of the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminatedAdministrative Agent, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory deliver to the Administrative Agent and an officer’s certificate certifying that the release of the respective Issuing Lenders Collateral is permitted pursuant to Sections 6.5(a) or 6.5(b) hereof. The Administrative Agent shall have no liability whatsoever to any other Credit Party as the result of any release of Collateral by it as permitted (or which arrangements, the Administrative Agent in any event, shall require such cash collateral or backstop letter of credit good faith believes to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payablepermitted) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)by this Section 6.5.

Termination; Release. (a) On After the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation in Section 6.1 hereof, shall survive such termination) and the Collateral Agent, at the request and expense of the respective AssignorDebtor, will promptly execute and deliver to such Assignor the Debtor a proper instrument or instruments (including Uniform Commercial Code termination statements on form Form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor the Debtor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the 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 date upon which all of the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings Obligations have been paid in full), all the Aggregate Commitments have been terminated, each Issuing Lender’s Commitment to issue any Letter of Credit shall be terminated and Debtor shall cash collateralize any outstanding Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% accordance with Section 3.3 of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements Agreement and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Applicable Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements otherwise dealt with in the manner required by such Applicable Hedging Agreements or with the approval of the applicable Hedge Counterparties). (b) So long as no Designated Event of Default has occurred and is continuing or would result therefrom, upon (i) the sale or other disposition of any part of the Collateral that is not prohibited by the respective Secured Debt Agreements, (ii) the use of any Proceeds in connection with the acquisition of any property or to pay any fees, costs and expenses of any Person, or (iii) the release of any part of the Collateral at the direction of the Collateral Agent, such Collateral shall automatically be released from the Lien of this Agreement and the Lien of this Agreement shall be terminated with respect to the Secured Hedging Agreements such Collateral and Treasury Services Agreements that are satisfactory such Collateral shall automatically be assigned, transferred and conveyed to the applicable Debtor by the Collateral Agent. (c) Upon and after any and all releases contemplated in clauses and (b) above, at the request and at the sole cost and expense of the Debtor, the Collateral Agent will execute and deliver such documentation, including termination or partial release statements and the like (without recourse and without any representation or warranty) to evidence such release or otherwise in connection therewith; provided that upon request of the Collateral Agent the applicable Debtor shall deliver to the Collateral Agent a certificate signed by a Senior Designated Officer of the Debtor stating that the release of the respective Collateral is permitted pursuant to such Section 9.8(a) or (b). (d) The Collateral Agent shall have no liability whatsoever to any other Secured Hedging Creditors or Treasury Services Creditors, Creditor as the case may be, have been made result of any release of Collateral by it in accordance with (or which the express provisions Collateral Agent in the absence of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations gross negligence and willful misconduct believes to be repaid or cash collateralized at such time)in accordance with) this Section 9.8 and the Secured Debt Agreements.

Termination; Release. This Security Agreement, the Lien in favor of the Agent (afor the benefit of the Agent and the other Credit Parties) On the Termination Date, this Agreement and all other security interests granted hereby shall terminate with respect to all Secured Obligations (provided that all indemnities set forth herein including, without limitation in Section 6.1 hereof, shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor other than contingent indemnification claims for which 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 Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as claim has not theretofore been sold asserted) when (i) the Commitments shall have expired or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (ii) the principal of and interest on each Loan and all Loans fees and Unpaid Drawings other Secured Obligations (other than contingent indemnification claims for which a claim has not been asserted) shall have been indefeasibly paid in full)full in cash, (iii) all Letters of Credit (as defined in the Credit Agreement) shall have (A) expired or terminated and have been terminated reduced to zero, (B) been Cash Collateralized to the extent required by the Credit Agreement, or have (C) been cash collateralized or backstopped supported by another letter of credit, credit in either case on terms and pursuant to arrangements a manner reasonably satisfactory to the Administrative applicable L/C Issuer and the Agent, and (iv) all Unreimbursed Amounts shall have been indefeasibly paid in full in cash, provided, however, that (A) this Security Agreement, the Lien in favor of the Agent (for the benefit of the Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of other Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements Parties) and all other Obligations 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 Grantor upon the bankruptcy or reorganization of any Grantor or otherwise, and (other than B) in connection with the termination of this Security Agreement, the Agent may require such indemnities under and collateral security as it shall reasonably deem necessary or appropriate to protect the Credit Documents which are not then due and payableParties against (x) then due and payable have been paid in full loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (or arrangements y) any obligations that may thereafter arise with respect to the Other Liabilities, and (z) any Secured Hedging Agreements and/or Treasury Services Agreements Obligations that are satisfactory to may thereafter arise under Section 10.04 of the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)Credit Agreement.

Termination; Release. (a) On the Termination DateDate (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation in Section 6.1 11 hereof, shall survive such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor will, will subject to the provisions of the Intercreditor Agreement, promptly execute and deliver to such Assignor 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent 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 date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note (as defined in the Credit Agreement) is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms ) and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations appearing therein (other than indemnities under the Credit Documents Secured Debt Agreements which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to and the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)terminated.

Termination; Release. (a) On the Termination Date, 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 for which no claim has been made) and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full. Subject to the Intercreditor Agreement, without limitation a Pledgor shall automatically be released from its obligations hereunder and the security interests and the Liens resulting from this Agreement in Section 6.1 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 Credit Agreement 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 survive terminate and all rights to the Pledged Collateral shall revert to the applicable Pledgor or to such termination) and other person as may be entitled thereto pursuant to any Order or other applicable Legal Requirement. Upon termination hereof or any disposition or release of Pledged Collateral or the release of a Pledgor, in each case, in accordance with the provisions of the Credit Agreement, subject to the terms of the Intercreditor Agreement, the Collateral AgentAgent shall promptly, upon the written request and at the request sole cost and expense of the respective AssignorPledgors, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3i) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (the Pledgors, against receipt and without recourse and without to or warranty by any representation Agent except that the Collateral Agent has not assigned or warranty) 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 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 the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminatedand, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to any other Pledged Collateral, with such endorsements or proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsPledged Collateral, as the case may be, have been made be and (ii) take any other action (at the expense of the Pledgors) reasonably requested to effectuate or the express provisions of evidence such Secured Hedging Agreement termination or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such timerelease (including making any filings).

Termination; Release. When all the Secured Obligations (aother than contingent indemnification obligations not yet due and payable) On the Termination Datehave been paid in full, this Agreement shall terminate terminate. Upon termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement. In addition to the foregoing, the Liens on the Collateral will be automatically released, without the need for any action by the Collateral Agent or any other Secured Party, as follows: (provided that a) with respect to any Collateral securing the Note Guarantee of any Guarantor, when such Guarantor’s Note Guarantee is released in accordance with the terms of the Indenture; (b) upon payment in full of principal, interest and all indemnities set forth herein other obligations on the Notes issued under the Indenture; (c) with the consent the Holders of two-thirds in aggregate principal amount of the Notes, including, without limitation limitation, consents obtained in Section 6.1 hereofconnection with a tender offer or exchange offer for, shall survive or purchase of, Notes; (d) in connection with any disposition of Pledged Collateral (but excluding any transaction subject to Article V of the Indenture where the recipient is required to become the obligor on the Notes or a Guarantor) that is permitted by the Indenture; (e) with respect to any particular item of Pledged Collateral, provided that there is then outstanding under the Credit Agreement at least $125,000,000 in aggregate debt and debt commitments, upon release by the Administrative Agent of the Liens on such terminationitem of Pledged Collateral securing the Obligations under the Credit Agreement; (f) upon the exercise by the Company of its legal defeasance or covenant defeasance options, or the satisfaction and discharge of the Company’s obligations under Article 8 or Article 13, as applicable, of the Indenture; or (g) upon the release or discharge of the Liens securing obligations under each of the Credit Facilities or any Guarantees thereof on any Pledged Collateral (with respect to the Lien on such Pledged Collateral); provided that the ratings then assigned to the Notes by both Xxxxx’x and S&P will be, after giving effect to such release or discharge, Investment Grade Ratings, and a Suspension Period is then in effect. provided, that, in the case of any release in whole pursuant to clauses (b) or (f) above, all amounts then due and owing to the Trustee under the Indenture, the Notes and the Note Guarantees and the Collateral AgentDocuments have been paid. In addition, in accordance with Section 2.1 above, the liens on any 3-16 Excluded Property will be automatically released to the extent necessary for any such Subsidiary of the Company not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act, due to the fact that such Subsidiary’s capital stock secures the Notes, to file separate financial statements with the SEC. Upon such release or any release of Collateral or any part thereof in accordance with the provisions of this Agreement, the Indenture or the Intercreditor Agreement, upon the request and at the request sole cost and expense of the respective AssignorCompany and the Guarantors, will promptly execute and deliver to such Assignor a proper instrument or instruments the Collateral Agent shall: (including Uniform Commercial Code termination statements on form UCC-31) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (the Company or the applicable Guarantor, as the case may be, 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 as may be in the possession of the 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” the terms of the Collateral Documents; (2) execute and deliver UCC financing statement amendments or releases (which shall mean be prepared by the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (Company or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory any Guarantor) to the Administrative Agent extent necessary to delete such Collateral or any part thereof to be released from the description of assets in any previously filed financing statements; and (3) execute and the respective Issuing Lenders deliver such documents, instruments or statements (which arrangements, in any event, shall require be prepared by the Company) and take such cash collateral or backstop letter of credit other action as the Company may request to cause to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements released and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect reconveyed to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to Company, or the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsGuarantor, as the case may be, such Collateral or any part thereof to be released and to evidence or confirm that such Collateral or any part thereof to be released has been released from the Liens of each of the Indenture and each of the Collateral Documents. Notwithstanding any provision to the contrary herein, as and when requested by the Company or any Pledgor, and upon direction from the Trustee, the Collateral Agent shall execute and deliver UCC financing statement amendments or releases (which shall be prepared by the Company or a Pledgor) to the extent necessary to delete Excluded Assets from the dscription of assets in any previously filed financing statements. If requested in writing by the Company or any Pledgor, and as directed by the Trustee, the Collateral Agent shall execute and deliver such documents, instruments or statements (which shall be prepared by the Company or any Pledgor) and to take such other action as the Company, such Pledgor or the Trustee may request to cause to be released and reconveyed to the Company, or the applicable Pledgor, as the case may be, such Excluded Assets described in the immediately preceding sentence and to evidence or confirm that such Excluded Assets have been made released from the Liens on the Collateral created hereunder. The Collateral Agent shall execute and deliver such documents, instruments and statements and shall take all such actions promptly upon receipt of any directions from the Trustee. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of this Agreement, the Indenture or the express provisions Intercreditor Agreement, and without in any way effecting any automatic 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 Secured Hedging Agreement or Treasury Services Agreement shall not require Pledged Collateral, as the related Obligations to be repaid or cash collateralized at such time)case may be.

Termination; Release. (a) On the Termination DateDate (as defined below), this Agreement shall terminate and the security interests granted hereby shall be released automatically (provided that all indemnities set forth herein including, without limitation limitation, in Section 6.1 hereof, 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective Assignorsuch Pledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code UCC termination statements on form UCC-3statements) 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent 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 date upon which the Total Revolving Loan Commitment Commitments under the Credit Agreement has have been terminated, no Letter of Credit or Note (as defined in the Credit Agreement) is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of creditterminated, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Credit Document Obligations (other than indemnities under described in Section 11 hereof and described in Section 13.01 of the Credit Documents Agreement, and any other indemnities set forth in any other Security Documents, in each case which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)full.

Termination; Release. (a) On At such time as the Termination DateObligations (other than any contingent indemnification Obligations for which no demand has been made and any Obligations owing to a Non-Lender Secured Party) then due and owing shall have been paid in full, the Commitments under the Credit Agreement have been terminated and no Letters of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent), all Collateral shall be automatically released from the Liens created hereby, and this SGR Security Agreement shall terminate and all obligations (provided that all indemnities set forth herein including, without limitation in Section 6.1 hereof, shall other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor shall automatically 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 applicable Grantor. At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall promptly execute, acknowledge and deliver to such Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as such Grantor shall reasonably request to evidence such termination. (b) Upon any Permitted Disposition of Collateral (whether by way of the sale of assets or the sale of Capital Stock of a Grantor of Collateral) of the type described in items (1), (2) (provided the requirements set forth in the first proviso to such section are satisfied), (4) and (5) of the definition of “Permitted Disposition” or any other type of Permitted Disposition involving divestiture of any Grantor’s title to the related Collateral under the Credit Agreement, the Lien pursuant to this SGR Security Agreement on such sold or disposed of Collateral shall be automatically released. In connection with any other Disposition of Collateral not covered by the preceding sentence (whether by way of the sale of assets or the sale of Capital Stock of a Grantor of such Collateral) permitted under the Credit Agreement, the Collateral Agent shall, upon receipt from such Grantor of a written request for the release of the Collateral subject to such sale or other disposition (or in the case of a sale of Capital Stock of such Grantor, the release of such Grantor’s Collateral), at such Grantor’s sole cost and expense, promptly execute, acknowledge and deliver to such Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as such Grantor shall reasonably request to evidence or effect the release of the Liens created hereby (if any) on such Collateral. (c) For the avoidance of doubt, (i) if any Slot ceases to be included in the Collateral because it ceases to be actually utilized in connection with the Scheduled Services or any Foreign Gate Leasehold ceases to be included in the Collateral because it ceases to be used for servicing the Scheduled Services relating to the airport at which such Foreign Gate Leasehold is located, such Slot or Foreign Gate Leasehold shall be automatically released from the Lien of this SGR Security Agreement and (ii) subject to clause (1) of the first proviso to Section 1 hereof, if any FAA Slot or Foreign Slot now held or hereafter acquired by any Grantor becomes an FAA Route Slot or Foreign Route Slot, respectively, or any right, title, privilege, interest and authority now held or hereafter acquired by such Grantor in connection with the right to use or occupy space in an airport terminal becomes a Foreign Gate Leasehold, such FAA Slot, Foreign Slot or right, title, privilege, interest and authority shall be automatically subject to the Lien of this SGR Security Agreement. (d) [Reserved]. (e) Upon the release of any Grantor from its guarantee of the Obligations pursuant to Section 9.05 of the Credit Agreement, such Grantor shall cease to be a Grantor hereunder and the items of Collateral Agentowned by such Grantor shall be released from the Lien and security interest granted hereby, and in connection therewith, the Collateral Agent will, at the request and expense of the respective Assignorapplicable Grantor’s expense, will promptly execute and deliver to such 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 Grantor such Assignor documents as it shall reasonably request (without recourse and without any representation or warranty) ), including, without limitation, any UCC termination statements and any amendment or modification of this SGR Security Agreement pursuant to a SGR Security Agreement Supplement or otherwise, to evidence the release of such Grantor and such Grantor’s Collateral from the Lien and security interest granted hereby and reassignment of all right, title and interest of the Collateral Agent in all of such Grantor’s Collateral to such Grantor. For the avoidance of doubt, upon any merger or consolidation pursuant to Section 6.10(b) of the Credit Agreement, the Collateral shall not be released pursuant to this Section 16(e) so long as following such merger or consolidation, the surviving entity is another Grantor party to this SGR Security Agreement. (f) Upon the direction of the Borrower pursuant to and in accordance with Section 6.09(c) of the Credit Agreement, such items of Collateral as may be specified by the Borrower shall be released from the Lien and security interest granted hereby, and in connection therewith, the possession Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as it shall reasonably request (without recourse and without any representation or warranty), including, without limitation, any UCC termination statements and any amendment or modification of this SGR Security Agreement pursuant to a SGR Security Agreement Supplement or otherwise, to evidence the release of such items of Collateral from the Lien and security interest granted hereby and reassignment of all right, title and interest of the Collateral Agent and in all of such Grantor’s specified Collateral to such Grantor. (g) If the Borrower or any other Grantor requests release documentation with respect to any Collateral released as has not theretofore been sold provided in this Section 16, including UCC termination statements or otherwise applied other release-related documentation, the Borrower or released other Grantor requesting such documentation shall deliver to the Collateral Agent an Officer’s Certificate stating that the release of such Grantor’s respective Collateral that is to be evidenced by such UCC termination statements or other instruments is permitted pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean Section 16 and the date upon which the Total Revolving Loan Commitment under relevant provisions of the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory provided that an Officer’s Certificate delivered to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit pursuant to be in a stated amount equal to at least 105% Section 6.09(c) of the aggregate Stated Amount Credit Agreement shall be deemed to satisfy the requirements of all Letters of Credit outstanding at such timethis clause (g)), all Obligations under . The Collateral Agent shall have no liability whatsoever to any Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, Party as the case may be, have been made or the express provisions result of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)any release of Collateral by it as permitted by this Section 16.

Termination; Release. (a) On When all the Termination DateSecured Obligations have been paid in full (other than indemnity or other contingent obligations for which no claim has been made) 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 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 limitation in Section 6.1 hereof, shall survive such termination) and the Collateral AgentAgent shall, upon the request and at the request sole cost and expense of the respective AssignorPledgors, will promptly execute and deliver to such 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 Assignor (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 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 and United States Patent and Trademark Office and U.S. Copyright Office releases and notices, as the case may be) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. (b) Notwithstanding the foregoing, if (i) the Obligations have been paid in this Agreement, “Termination Date” shall mean full and the date upon which Commitments of the Total Revolving Lenders to make any Loan Commitment or to issue any Letter of Credit under the Credit Agreement has shall have expired or been terminated, no Note is outstanding (sooner terminated and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to accordance with the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% provisions of the aggregate Stated Amount Credit Agreement, (ii) Secured Obligations of all Letters the type described in clause (b) and/or (c) of Credit outstanding at such time)), all Obligations under the definition of Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under “Remaining Secured Obligations”) remain outstanding and (iii) all or a portion of the Credit Documents 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 are not then due and payable) then due and payable Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as if the Remaining Secured Obligations have been paid in full (or arrangements with respect to and the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such paragraph (a) of this Section 11.4 shall apply concurrently with the incurrence of the Refinancing Indebtedness and the securing of the Refinancing Indebtedness and the Remaining Secured Hedging Agreement or Treasury Services Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) terminate but shall remain in full force and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)effect.

Termination; Release. (a) On After the Termination Date, this Agreement and the security interests created hereby shall terminate (provided that all indemnities set forth herein including, without limitation limitation, in Section 6.1 hereof, 11 hereof shall survive any such termination) ), and the Collateral AgentPledgee, at the request and expense of the respective Assignorany Pledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form Form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the 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 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(a)(iv). As used in this Agreement, “"Termination Date” " shall mean the date upon which no obligations remain pursuant to the Total Revolving Loan Commitment HEC/JCC Agreement or any other Minimum Payment Guaranty Documents and all Minimum Payment Guaranties have been terminated, the total commitments under the Credit Agreement has have terminated, all Interest Rate Protection Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans and Unpaid Drawings have been paid repaid in full), all Letters of Credit have been terminated (terminated, no Senior Subordinated Notes or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit Senior Subordinated Contingent Notes are outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents excluding normal continuing indemnity obligations 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 (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)full.

Termination; Release. (a) On At such time as the Termination DateObligations (other than any Obligations owing to a Non-Lender Secured Party) then due and owing shall have been paid in full, the Commitments under the Credit Agreement have been terminated and no Letters of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent), all Collateral shall be automatically released from the Liens created hereby, and this SGR Security Agreement shall terminate and all obligations (provided that all indemnities set forth herein including, without limitation in Section 6.1 hereof, shall other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor shall automatically 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 applicable Grantor. At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall promptly execute, acknowledge and deliver to such Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as such Grantor shall reasonably request to evidence such termination. (b) Upon any Permitted Disposition of Collateral (whether by way of the sale of assets or the sale of Capital Stock of a Grantor of Collateral) of the type described in items (1), (2) (provided the requirements set forth in the first proviso to such section are satisfied), (4) and (5) of the definition of “Permitted Disposition” or any other type of Permitted Disposition involving divestiture of any Grantor’s title to the related Collateral under the Credit Agreement, the Lien pursuant to this SGR Security Agreement on such sold or disposed of Collateral shall be automatically released. In connection with any other Disposition of Collateral not covered by the preceding sentence (whether by way of the sale of assets or the sale of Capital Stock of a Grantor of such Collateral) permitted under the Credit Agreement, the Collateral Agent shall, upon receipt from such Grantor of a written request for the release of the Collateral subject to such sale or other disposition (or in the case of a sale of Capital Stock of such Grantor, the release of such Grantor’s Collateral), at such Grantor’s sole cost and expense, promptly execute, acknowledge and deliver to such Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as such Grantor shall reasonably request to evidence or effect the release of the Liens created hereby (if any) on such Collateral. (c) For the avoidance of doubt, (i) if any Slot ceases to be included in the Collateral because it ceases to be actually utilized in connection with the Scheduled Services or any Foreign Gate Leasehold ceases to be included in the Collateral because it ceases to be used for servicing the Scheduled Services relating to the airport at which such Foreign Gate Leasehold is located, such Slot or Foreign Gate Leasehold shall be automatically released from the Lien of this SGR Security Agreement and (ii) subject to clause (1) of the first proviso to Section 1 hereof, if any FAA Slot or Foreign Slot now held or hereafter acquired by any Grantor becomes an FAA Route Slot or Foreign Route Slot, respectively, or any right, title, privilege, interest and authority now held or hereafter acquired by such Grantor in connection with the right to use or occupy space in an airport terminal becomes a Foreign Gate Leasehold, such FAA Slot, Foreign Slot or right, title, privilege, interest and authority shall be automatically subject to the Lien of this SGR Security Agreement. (d) The Liens on any Account Collateral that is withdrawn from any Account (in each case, in compliance with the Credit Agreement) prior to receipt of a notice of exclusive control pursuant to the applicable Account Control Agreement from the Collateral Agent by the Securities Intermediary or after receipt of a notice from the Collateral Agent rescinding exclusive control pursuant to the applicable Account Control Agreement by the Securities Intermediary shall be automatically released upon such withdrawal. (e) Upon the release of any Grantor from its guarantee of the Obligations pursuant to Section 9.05 of the Credit Agreement, such Grantor shall cease to be a Grantor hereunder and the items of Collateral Agentowned by such Grantor shall be released from the Lien and security interest granted hereby, and in connection therewith, the Collateral Agent will, at the request and expense of the respective Assignorapplicable Grantor’s expense, will promptly execute and deliver to such 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 Grantor such Assignor documents as it shall reasonably request (without recourse and without any representation or warranty) ), including, without limitation, any UCC termination statements and any amendment or modification of this SGR Security Agreement pursuant to a SGR Security Agreement Supplement or otherwise, to evidence the release of such Grantor and such Grantor’s Collateral from the Lien and security interest granted hereby and reassignment of all right, title and interest of the Collateral Agent in all of such Grantor’s Collateral to such Grantor. For the avoidance of doubt, upon any merger or consolidation pursuant to Section 6.10(d) of the Credit Agreement, the Collateral shall not be released pursuant to this Section 16(e) so long as following such merger or consolidation, the surviving entity is another Grantor party to this SGR Security Agreement. (f) Upon the direction of the Borrower pursuant to and in accordance with Section 6.09(c) of the Credit Agreement, such items of Collateral as may be specified by the Borrower shall be released from the Lien and security interest granted hereby, and in connection therewith, the possession Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as it shall reasonably request (without recourse and without any representation or warranty), including, without limitation, any UCC termination statements and any amendment or modification of this SGR Security Agreement pursuant to a SGR Security Agreement Supplement or otherwise, to evidence the release of such items of Collateral from the Lien and security interest granted hereby and reassignment of all right, title and interest of the Collateral Agent and in all of such Grantor’s specified Collateral to such Grantor. (g) If the Borrower or any other Grantor requests release documentation with respect to any Collateral released as has not theretofore been sold provided in this Section 16, including UCC termination statements or otherwise applied other release-related documentation, the Borrower or released other Grantor requesting such documentation shall deliver to the Collateral Agent an Officer’s Certificate stating that the release of such Grantor’s respective Collateral that is to be evidenced by such UCC termination statements or other instruments is permitted pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean Section 16 and the date upon which the Total Revolving Loan Commitment under relevant provisions of the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory provided that an Officer’s Certificate delivered to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit pursuant to be in a stated amount equal to at least 105% Section 6.09(c) of the aggregate Stated Amount Credit Agreement shall be deemed to satisfy the requirements of all Letters of Credit outstanding at such timethis clause (g)), all Obligations under . The Collateral Agent shall have no liability whatsoever to any Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, Party as the case may be, have been made or the express provisions result of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)any release of Collateral by it as permitted by this Section 16.

Termination; Release. (a) On When all the Termination DateObligations (other than (A) obligations under Secured Hedge Agreements and Cash Management Obligations not yet due and payable, in each case which have been cash 203367025 v9 collateralized or backstopped by letters of credit, as the case may be, in a manner satisfactory to the applicable Secured Parties and (B) contingent indemnification obligations not yet accrued and payable) have been paid in full and the Aggregate Commitments shall have expired or been sooner terminated in accordance with the provisions of the Credit Agreement and the Orders, any Lien granted or held by the Collateral Agent under any Loan Document for the benefit of the Secured Parties shall be automatically released and this Security Agreement shall terminate terminate. Upon termination of this Security Agreement in accordance with this Section, the Collateral shall be released from the Lien of this Security Agreement. (provided that all indemnities set forth herein b) Any Lien on any property granted to or held by the Collateral Agent under this Security Agreement for the benefit of the Secured Parties shall be automatically released (i) upon the sale, lease, transfer or other disposition of such property (including, without limitation limitation, as a result of the sale, in Section 6.1 hereofaccordance with the terms of the Loan Documents, shall survive of the Grantor that owns such terminationproperty) in accordance with the terms of the Loan Documents and the Orders, (ii) subject to Section 11.01 of the Credit Agreement, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders and the Bankruptcy Court, or (iii) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 10.11(b) of the Credit Agreement. (c) Upon such release or any release of Collateral Agentor any part thereof in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the reasonable request and at the request sole cost and expense of the respective AssignorGrantors, will promptly execute and deliver to such 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 Assignor (Grantor, 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 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 the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminatedand, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to any other Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases, if applicable) acknowledging the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made termination hereof or the express provisions release of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsCollateral, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time).

Termination; Release. (a) On the Termination DateDate (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation limitation, in Section 6.1 hereof, 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective Assignorsuch Pledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent 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 date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated and all Interest Rate Protection Agreements and Other Hedging Agreements entitled to the benefits of this Agreement have been terminated, no Note issued pursuant to the Credit Agreement is outstanding (and all Loans and Unpaid Drawings made thereunder have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements a manner reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangementsPledgee, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under described in Section 11 hereof and described in Section 13.01 of the Credit Documents Agreement, and any other indemnities set forth in any other Security Documents, in each case which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)full.

Termination; Release. When all the Secured Obligations (aother than contingent indemnification obligations not yet due and payable) On the Termination Datehave been paid in full, this Agreement shall terminate terminate. Upon termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement. In addition to the foregoing, the Liens on the Collateral will be automatically released, without the need for any action by the Collateral Agent or any other Secured Party, as follows: (provided that a) with respect to any Collateral securing the Note Guarantee of any Guarantor, when such Guarantor’s Note Guarantee is released in accordance with the terms of the Indenture; (b) upon payment in full of principal, interest and all indemnities set forth herein other obligations on the Notes issued under the Indenture; (c) with the consent the Holders of two-thirds in aggregate principal amount of the Notes, including, without limitation limitation, consents obtained in Section 6.1 hereofconnection with a tender offer or exchange offer for, shall survive or purchase of, Notes; (d) in connection with any disposition of Pledged Collateral (but excluding any transaction subject to Article V of the Indenture where the recipient is required to become the obligor on the Notes or a Guarantor) that is permitted by the Indenture; (e) with respect to any particular item of Pledged Collateral, provided that there is then outstanding under the Credit Agreement at least $125,000,000 in aggregate debt and debt commitments, upon release by the Administrative Agent of the Liens on such terminationitem of Pledged Collateral securing the Obligations under the Credit Agreement; (f) upon the exercise by the Company of its legal defeasance or covenant defeasance options, or the satisfaction and discharge of the Company’s obligations under Article 8 or Article 13, as applicable, of the Indenture; or (g) upon the release or discharge of the Liens securing obligations under each of the Credit Facilities or any Guarantees thereof on any Pledged Collateral (with respect to the Lien on such Pledged Collateral); provided that the ratings then assigned to the Notes by both Xxxxx’x and S&P will be, after giving effect to such release or discharge, Investment Grade Ratings, and a Suspension Period is then in effect. provided, that, in the case of any release in whole pursuant to clauses (b) or (f) above, all amounts then due and owing to the Trustee under the Indenture, the Notes and the Note Guarantees and the Collateral AgentDocuments have been paid. In addition, in accordance with Section 2.1 above, the liens on any 3-16 Excluded Property will be automatically released to the extent necessary for any such Subsidiary of the Company not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act, due to the fact that such Subsidiary’s capital stock secures the Notes, to file separate financial statements with the SEC. Upon such release or any release of Collateral or any part thereof in accordance with the provisions of this Agreement, the Indenture or the Intercreditor Agreement, upon the request and at the request sole cost and expense of the respective AssignorCompany and the Guarantors, will promptly execute and deliver to such Assignor a proper instrument or instruments the Collateral Agent shall: (including Uniform Commercial Code termination statements on form UCC-31) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (the Company or the applicable Guarantor, as the case may be, 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 as may be in the possession of the 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” the terms of the Collateral Documents; (2) execute and deliver UCC financing statement amendments or releases (which shall mean be prepared by the date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (Company or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory any Guarantor) to the Administrative Agent extent necessary to delete such Collateral or any part thereof to be released from the description of assets in any previously filed financing statements; and (3) execute and the respective Issuing Lenders deliver such documents, instruments or statements (which arrangements, in any event, shall require be prepared by the Company) and take such cash collateral or backstop letter of credit other action as the Company may request to cause to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements released and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect reconveyed to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to Company, or the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services CreditorsGuarantor, as the case may be, such Collateral or any part thereof to be released and to evidence or confirm that such Collateral or any part thereof to be released has been released from the Liens of each of the Indenture and each of the Collateral Documents. Notwithstanding any provision to the contrary herein, as and when requested by the Company or any Pledgor, and upon direction from the Trustee, the Collateral Agent shall execute and deliver UCC financing statement amendments or releases (which shall be prepared by the Company or a Pledgor) to the extent necessary to delete Excluded Assets from the description of assets in any previously filed financing statements. If requested in writing by the Company or any Pledgor, and as directed by the Trustee, the Collateral Agent shall execute and deliver such documents, instruments or statements (which shall be prepared by the Company or any Pledgor) and to take such other action as the Company, such Pledgor or the Trustee may request to cause to be released and reconveyed to the Company, or the applicable Pledgor, as the case may be, such Excluded Assets described in the immediately preceding sentence and to evidence or confirm that such Excluded Assets have been made released from the Liens on the Collateral created hereunder. The Collateral Agent shall execute and deliver such documents, instruments and statements and shall take all such actions promptly upon receipt of any directions from the Trustee. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of this Agreement, the Indenture or the express provisions Intercreditor Agreement, and without in any way effecting any automatic 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 Secured Hedging Agreement or Treasury Services Agreement shall not require Pledged Collateral, as the related Obligations to be repaid or cash collateralized at such time)case may be.

Termination; Release. (a) On If the Termination DateMerger shall not have been consummated substantially in accordance with the terms of the Merger Agreement and the requirements of all applicable laws on or before the earlier of the 90th day following the Initial Borrowing Date and May 1, 2001, any funds remaining in the Escrow Account which have not been sold or otherwise applied or released on or before such earlier date pursuant to this Agreement shall terminate will be duly assigned, transferred and delivered to the Collateral Agent (provided that all indemnities set forth herein including, without limitation in Section 6.1 hereof, shall survive such terminationrecourse and without any representation or warranty) and applied on the Business Day immediately following such earlier date in a manner consistent with Section 7.4 of the Security Agreement. (b) So long as no Default under Section 9.01(a)(ii) of the Credit Agreement or any Event of Default then exists, the Assignor may, upon three days' prior written notice to the Collateral Agent (or such shorter period of time as is acceptable to the Collateral Agent) and upon submission of a certification from the Assignor's chief financial officer or other Authorized Officer that the released funds will be promptly used solely for the purpose of paying (w) interest and/or fees to the Banks in accordance with the Credit Agreement, at (x) interest and/or fees to the holders of Subordinated Notes in accordance with the Subordinated Note Documents, (y) other fees and expenses incurred by Holdings and/or the Borrower in connection with the Transaction to the extent permitted under the Credit Agreement and/or (z) the purchase price of shares of Sunrise Common Stock, request that the Collateral Agent release funds on deposit in the Escrow Account on the date on which, and expense in an amount not to exceed the amount by which, such interest, fees or other amounts are due and payable on each such date, and so long as no Default under Section 9.01(a)(ii) of the respective AssignorCredit Agreement or any Event of Default exists on the date of any such release, will promptly execute and deliver the Collateral Agent shall release such amounts to the Assignor on such Assignor a proper instrument or instruments dates. (including Uniform Commercial Code termination statements on form UCC-3c) acknowledging If the satisfaction and termination Merger is consummated in accordance with the terms of this the Credit Agreement, any funds remaining in the Escrow Account which have not been sold or otherwise applied or released on or before the Merger Date pursuant to this Agreement will be duly assigned, transferred and will duly assign, transfer and deliver delivered to such the Assignor (without recourse and without any representation or warranty) and shall be (i) first, applied on such of date to consummate the Collateral as may be in Transaction, and (ii) second, retained by the possession of the 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 date upon which the Total Revolving Loan Commitment under the Credit Agreement has been terminated, no Note is outstanding (and all Loans and Unpaid Drawings have been paid in full), all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payable) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)Assignor.

Termination; Release. (a) On After the Termination DateDate (defined below), this Credit Agreement shall terminate (provided that all indemnities set forth herein including, without limitation in Section 6.1 hereof, shall survive such termination) and the Collateral Administrative Agent, at the request and expense of the respective AssignorPledgors, will promptly execute and deliver to such Assignor each Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form Form UCC-3) acknowledging the satisfaction and termination of this Credit Agreement, and will duly assign, transfer and deliver to such Assignor each Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Administrative Agent and as which has not theretofore been sold or otherwise applied or released pursuant to this Credit Agreement. As used in this Credit Agreement, “Termination Date” shall mean the date of expiration of all applicable preference periods following the date upon which all of the Total Revolving Loan Commitment under 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 has been terminatedexists, no Note upon (i) the sale or other disposition of any part of the Collateral that is outstanding not prohibited by the Credit Agreement or any other Loan Document, (ii) any Proceeds in connection with the acquisition of any property or to pay any fees, costs and expenses of any Person, (iii) the release of any part of the Collateral at the direction of the Administrative Agent or (iv) the pledge by any Pledgor of the Voting Stock and/or Capital Stock of any Securitization Entity in connection with a Permitted Securitization, such Collateral shall automatically be released from the Lien of this Credit Agreement and the Lien of this Credit Agreement shall be terminated with respect to such Collateral. Upon and after any and all Loans releases contemplated in two immediately preceding paragraphs, at the request and Unpaid Drawings have been paid at the sole cost and expense of the Pledgors, the Administrative 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 full)connection therewith; provided that, all Letters upon request of Credit have been terminated (or have been cash collateralized or backstopped by another letter of creditthe Administrative Agent, in either case on terms and pursuant to arrangements reasonably satisfactory each Pledgor shall deliver to the Administrative Agent and a certificate signed by an authorized officer of such Pledgor stating that each release of the respective Issuing Lenders Collateral is permitted pursuant to this Section 25.8. The Administrative Agent shall have no liability whatsoever to any Lender as the result of any release of Collateral by it in accordance with (or which arrangements, the Administrative Agent in any event, shall require such cash collateral or backstop letter the absence of credit gross negligence and willful misconduct believes to be in a stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), all Obligations under Secured Hedging Agreements and Treasury Services Agreements and all other Obligations (other than indemnities under the Credit Documents which are not then due and payableaccordance with) then due and payable have been paid in full (or arrangements with respect to the Secured Hedging Agreements and/or Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditor or Treasury Services Creditor have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time) and all Secured Hedging Agreements and Treasury Services Agreements have been terminated (or arrangements with respect to the Secured Hedging Agreements and Treasury Services Agreements that are satisfactory to the applicable Secured Hedging Creditors or Treasury Services Creditors, as the case may be, have been made or the express provisions of such Secured Hedging Agreement or Treasury Services Agreement shall not require the related Obligations to be repaid or cash collateralized at such time)this Section 25.8.