Common use of Termination; Release Clause in Contracts

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Commitments have been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After When all the Termination Date Secured Obligations have been paid in full (as defined below)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 automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof terminate. Upon termination of this Agreement the Pledged Collateral shall survive any such termination) and be released from the Lien of this Agreement and upon the Pledgee granted hereunder sale by any Pledgor of any Pledged Collateral in accordance with or without any violation of Section 7.5 of the Credit Agreement, such Pledged Collateral shall automatically be releasedreleased from the Lien of this Agreement. Within no more than 30 days from notice to the Collateral Agent 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 the Pledgee, at the request sole cost and expense of the respective PledgorPledgors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in the possession of the Pledgee, if any. As used in this Agreement, “Termination Date” Collateral Agent and as shall mean the earliest of (i) the date upon which the Commitments not have been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized sold or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company otherwise applied pursuant to the next terms hereof, and, with respect to last sentence any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of Section 6.14(d) of such Pledged Collateral, as the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementcase may be.

Termination; Release. (a) After This Security Agreement, the Termination Date Lien 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 defined below)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 automatically terminate (provided that all indemnities set forth herein including, without limitation, be deemed terminated in Section 11 hereof the event the Secured Obligations are no longer required to be secured hereby as a result of the release of the Collateral by the Agent as permitted hereunder and under the Credit Agreement. Upon termination of this Security Agreement the Collateral shall survive any such termination) and 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 Pledgee granted hereunder shall automatically be releasedprovisions of the Credit Agreement, the Agent shall, upon the request and the Pledgee, at the request sole cost and expense of the respective PledgorGrantors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (the Grantors, against receipt and without recourse and without any representation to or warranty) warranty by the Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Collateral or any part thereof to be released (in the case of a release) as may be in the possession of the Pledgee, if any. As used in this Agreement, “Termination Date” Agent and as shall mean the earliest of (i) the date upon which the Commitments not have been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized sold or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company otherwise applied pursuant to the next terms hereof, and, with respect to last sentence any other Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of Section 6.14(d) of such Collateral, as the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementcase may be.

Termination; Release. (a) After the Termination Date (as defined below)Date, this -------------------- Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note or Letter of Credit is outstanding (other than Letters of Credit, together with all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined other than any indemnities described in Section 6.14(d) 8.1 hereof and in Section 12.13 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyPledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Commitments have Total Revolving Loan Commitment has been terminated, and all Loan Credit Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in fullfull (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 6.14(d10.15(d) of the Credit Agreement (but subject to any deferral requested by the Company U.S. Borrower pursuant to the next to last sentence of Section 6.14(d10.15(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Loan Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will, subject to the provisions of the Intercreditor Agreement, duly release from the security interest created hereby and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee or any of its sub-agents hereunder and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the earliest of date upon which (i) the date upon which the Commitments TL Obligations Termination Date shall have been terminated, occurred and (ii) all Loan Intermediate Holdco Credit Document Obligations (excluding (xother than those arising from indemnities for which no claim has been made) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that owing have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyPledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, and all Loan Document Obligations no Note (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in the Credit Agreement) or Letter of Credit is outstanding (other than Letters of Credit, together with all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Letter of Credit Issuer as provided in the Credit Agreement) and all other Obligations (other than indemnities described in Section 6.14(d) 11 hereof and in Section 12.13 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments Total Revolving Loan Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note or Letter of Credit is outstanding (other than Letters of Credit, together with all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined other than any indemnities described in Section 6.14(d) 8.1 hereof and in Section 12.13 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, limitation in Section 11 hereof 8.1 hereof, shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including UCC termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which both (A) the Commitments have Total Commitment under the Credit Agreement has been terminated, no Note under the Credit Agreement is outstanding and all Loan Loans thereunder have been repaid in full, all Letters of Credit issued under the Credit Agreement have been terminated and all other Credit Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable have been paid in respect thereof, full and (yB) Letters of Credit that unless the respective Interest Rate Protection Agreements and Other Hedging Agreements specifically provide otherwise, all Interest Rate Protection Agreements and Other Hedging Agreements entered into with any Other Creditor have been Cash Collateralized or for which a back-to-back letter of credit has been provided) terminated and all Other Obligations then due and payable have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including UCC termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments Total 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 Loan Document Loans thereunder have been repaid in full, all Letters of Credit issued under the Credit Agreement have been terminated and all Obligations (excluding (xother than indemnities described herein and described in Section 12.01 of the Credit Agreement, and any other indemnities set forth in any other Credit Documents, in each case which are not then due and payable) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments Aggregate Commitment and all Interest Rate Protection Agreements and Other Hedging Agreements have been terminated, no promissory note or Letter of Credit under the Credit Agreement is outstanding (other than Letters of Credit, together with all fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Issuing Lender in its sole and absolute discretion) and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined other than any indemnities described in Section 6.14(d) 8.1 hereof and in Section 12.05 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. When all the Secured Obligations have been paid in full (aother than contingent obligations that have not matured) After and the Termination Date (as defined below)Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon termination of this Agreement the Pledged Collateral shall be automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and released from the Lien of this Agreement. Upon the Pledgee granted hereunder sale or disposition of any Pledged Collateral pursuant to a transaction permitted under the Credit Agreement to a person that is not a Pledgor hereunder, such Pledged Collateral shall be automatically be releasedreleased 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 the Pledgee, at the request sole cost and expense of the respective PledgorPledgors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in the possession of the Pledgee, if any. As used in this Agreement, “Termination Date” Collateral Agent and as shall mean the earliest of (i) the date upon which the Commitments not have been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized sold or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company otherwise applied pursuant to the next terms hereof, and, with respect to last sentence any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of Section 6.14(d) of such Pledged Collateral, as the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementcase may be.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided PROVIDED that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement as provided above, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Membership Interest (other than an Uncertificated Security, Partnership Interest or Membership Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” "TERMINATION DATE" shall mean the earliest of (i) the date upon which the Commitments Total Commitment and all Secured Interest Rate Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that Loans have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, ) and all other Obligations have been paid in full (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereofother than arising from indemnities for which no request has been made), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined belowin the Security Agreement), but only after giving effect to the repayments to be made on such date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to the Pledgor such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, release, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) all of the Collateral as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. and to the extent required by, the provisions of the Credit Agreements, the Pledgee, at the request and expense of the Pledgor, will duly assign, release, transfer and deliver to the Pledgor (without recourse and without any representation or warranty) such of the Collateral (and releases therefor) as may be in the possession of the Pledgee, if any. As used in this Agreement, “Termination Date” shall mean the earliest of is then being (ior has been) the date upon which the Commitments have so sold or released and has not theretofore been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company released pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitments (as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) have been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been providedCollateralized) have been indefeasibly paid in full, and (ii) the Leverage Release Date as defined in Section 6.14(d5.10(c) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this AgreementBank Facility Agreements.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement and the security interests created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof and Section 6 of Annex N to the U.S. Security Agreement shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the Pledgee, at the request and expense of the respective any Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any monies at the possession 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 Pledgee, if anyagreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitments under the Credit Agreement have been terminated, terminated and all Loan Document Obligations Interest Rate Agreements entered into with any Interest Rate Creditor have been terminated (excluding (x) normal continuing indemnity obligations which survive or cash collateralized to the reasonable satisfaction of the Pledgee), no Note under the Credit Agreement is outstanding and all Loans thereunder have been repaid in full in cash in accordance with their termsthe terms thereof, so long as no amounts are all Letters of Credit issued under the Credit Agreement have been terminated (or cash collateralized in a manner satisfactory to the Administrative Agent), all Second Lien Obligations have been paid in full in cash (or defeased or discharged) in accordance with the terms thereof and all other Obligations then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral 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 cash collateralized in a manner satisfactory to the Administrative Agent or (ivy) 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 11 hereof) and in Section 6 of 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 upon on which the Loan Documents First Lien Obligations are amended 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 release 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 Collateral subject other Events of Default under the Senior Secured Notes Indenture cease to this Agreementexist).

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement as provided above, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether 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 Commitment has been terminated, no Letter of Credit or Note under the Credit Agreement is outstanding and all other Credit Document Obligations have been paid in full in cash (other than arising from indemnities for which no request for payment has been made) and (ii) “Termination Date” shall mean the earliest of (i) the date upon which the Commitments have been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, the CA Termination Date shall have occurred and (y) Letters 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 that Agreement Event of Default shall have been Cash Collateralized cured or waived by the requisite holders of the relevant Obligations subject to such Notified Non-Credit Agreement Event of Default or (II) all Secured Credit Card Agreements and Secured Hedging Agreements (if any) giving rise to a Notified Non-Credit Agreement Event of Default shall have been terminated and all Obligations subject to such Notified Non-Credit Agreement Event of Default shall have been paid in full (other than arising from indemnities for which a back-to-back letter of credit no request for payment has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereofmade), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyPledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments Total Revolving Loan Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, and all Loan Document Obligations no Note (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in the Credit Agreement) or Letter of Credit is outstanding (other than Letters of Credit, together with all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) and all other Obligations (other than indemnities described in Section 6.14(d) 11 hereof and in Section 12.13 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After the Termination Date (as -------------------- defined below), this Agreement Agreement, the Guaranty and the security interests created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 3.14 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective any Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, including without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the possession 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 Pledgee, if anyagreement 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 earliest of (i) the date upon which the Commitments have been terminated, Total ---------------- Revolving Loan Commitment and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) terminated and all Credit Facility Obligations and IRL Obligations have been indefeasibly paid in full; provided that (i) if on the Termination Date, any Additional Debt Agreement or Other Debt Agreements remain outstanding, or any Additional Debt Obligations or Other Debt Obligations remain unpaid and (ii) the Release 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 as defined in Section 6.14(d) of shall be extended to the Credit Agreement (but subject date agreed to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereofparties described in this clause (ii), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyPledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest earlier of (i) the date upon which the Commitments Total Commitment and all Interest Rate Protection Agreements and Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding and all Loan other Credit Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, full (ii) provided the Release Date as defined in Section 6.14(d) terms of the Credit Agreement (but subject to any deferral requested by other Secured Debt Agreements do not otherwise prohibit the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions termination hereof), and (iiiii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will, subject to the provisions of the Intercreditor Agreement, duly release from the security interest created hereby and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee or any of its sub-agents hereunder and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Commitments have been terminated, and all Loan Credit Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that Termination Date shall have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementoccurred.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Commitments under the Credit Agreement 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 have been paid in full), all Letters of Credit have been terminated, and all Loan Document other Obligations (excluding (xother than indemnities described in Section 11 hereof and described in Section 12.06 of the Credit Agreement, and any other indemnities set forth in any other Security Documents, in each case which are not then due and payable) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the written request and sole expense of the respective such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Commitments Total 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 Loan Document Loans have been paid in full), and all other Obligations (excluding (xother than indemnities 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, in each case which are not then due and payable) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After This Security Agreement, the Termination Date Lien in favor of the Agent (as defined below), this Agreement for the benefit of itself and the other Credit Parties) and all other security interests granted or otherwise held by Agent (for the benefit of itself and the other Credit Parties) shall automatically terminate (provided that all indemnities set forth herein includingwithout further action on the part of any Person, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if any. As used in this Agreement, “Termination Date” shall mean the earliest of when (i) the date upon which Commitments shall have expired or been terminated and the Commitments have been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as L/C Issuer has no amounts are then due and payable in respect thereof, and (y) further obligation to issue Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided(as defined in the Credit Agreement) have been indefeasibly paid in fullunder the Credit Agreement, (ii) the Release Date 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 6.14(d) 10.04 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyPledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, and all Loan Document Obligations no Note (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in the Credit Agreement) or Letter of Credit is outstanding (other than Letters of Credit, together with all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) and all other Obligations (other than indemnities described in Section 6.14(d) 11 hereof and in Section 12.13 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After the Termination Date (as defined below)Date, this -------------------- Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments Aggregate Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no promissory note or Letter of Credit under the Credit Agreement is outstanding (other than Letters of Credit, together with all fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Issuing Bank in its sole and absolute discretion) and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined other than any indemnities described in Section 6.14(d) 8.1 hereof and in Section 12.05 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective Pledgorrelevant Assignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of date upon which both (i) the date upon which the Commitments Non-2003 Senior Secured Notes Obligations Termination Date shall have been terminated, then (or theretofore) occurred and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined all 2003 Senior Secured Notes Obligations and 2003 Senior Secured Note Refinancing Obligations (other than those arising from indemnities for which no claim has been made) then owing have been paid in Section 6.14(d) of the Credit Agreement full (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral or been defeased in accordance with the Credit Agreement and (iv) terms of the date upon which 2003 Senior Secured Notes Indenture or any 2003 Senior Secured Note Refinancing Document, as the Loan Documents are amended to release all Collateral subject to this Agreementcase may be).

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement and the pledge and security interest granted hereunder, shall automatically terminate and all rights to the Collateral shall revert to the applicable Pledgor (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the Pledgee, at the request and expense of the respective any Pledgor, will promptly execute and deliver to such Pledgor a proper instrument Instrument or instruments Instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and Instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such Pledgor (without recourse recourse, and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its nominees or 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, the term “Termination Date” shall mean the earliest of (i) the date upon which all of the Commitments shall have been terminatedterminated in full, no Loans or Notes under the Credit Agreement shall be outstanding, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company other than Obligations pursuant to the next to last sentence of Section 6.14(dSpecified Swap Agreements) of the Credit Agreement shall have been paid in full and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementcash.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 9.1 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest earlier to occur of (ix) the date upon which (i) the Commitments Non-Senior [Subordinated] Secured Notes Obligations Termination Date shall have been terminatedoccurred and (ii) if (but only if) an Event of Default under, and as defined in, the Senior [Subordinated] Secured Notes Indenture exists on the Non-Senior [Subordinated] Secured Notes Obligations Termination Date, all Loan Document Senior [Subordinated] Secured Notes Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or other than those arising from indemnities for which a back-to-back letter of credit no claim has been providedmade) then owing have been indefeasibly paid in full, full (ii) or defeased in accordance with the Release Date as defined in Section 6.14(d) terms of the Credit Agreement Senior [Subordinated] Secured Notes Indenture) and (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dy) of the Credit Agreement and the applicable provisions hereof), (iii) the that date upon which the Collateral Agent releases Required Secured Creditors shall have released all of the Collateral pledged hereunder in accordance with the Credit Agreement and requirements of Section 11.8(b) or (ivc) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementbelow.

Termination; Release. (a) After When all of the Termination Date (as defined below), Secured Obligations have been indefeasibly paid in full this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, Collateral Trustee will promptly execute and deliver to such Pledgor a the respective Grantors, upon the direction of the Trustee and at the expense of the Grantors, the proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse the Grantors, at the expense of the Grantors and without any recourse, representation or warranty) warranty of any kind whatsoever (except with respect to the absence of any liens created by or arising under the Collateral Trustee), such of the Collateral of the respective Grantors as may be in the possession of the PledgeeCollateral Trustee and has not theretofore been disposed of, applied or released PROVIDED, HOWEVER, if any. As used in this Agreementno default or Event of Default exists, “Termination Date” shall mean the earliest Company and each Grantor's Accounts will be automatically released from the Lien at such time as the Company has paid five million dollars ($5,000,000) of (i) the date upon which principal amount of the Commitments have been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive Series A Notes in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (ySection 3.05(c) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d3.06(b) of the Credit Agreement (but subject Indenture and, upon the direction of the Trustee and at the expense of the Grantors, the Collateral Trustee will execute and deliver to the respective Grantors the proper instruments acknowledging the termination of such Lien. Upon the release of any deferral requested by the Company Collateral pursuant to the next to last sentence of Section 6.14(d) terms of the Credit Agreement and the applicable provisions hereof)Indenture, (iii) the date upon which the Collateral Agent releases Trustee will promptly return (and in any event within 10 Business Days) to the Grantors any Collateral so released that is held by or on behalf of the Collateral Trustee, including, without limitation, any Pledged Stock and any and all instruments of transfer or assignments in accordance blank with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementrespect thereto.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Commitments and all Interest Rate Agreements have been terminated, no Note is outstanding (and all Loan Document Loans have been paid in full) and all other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (ax) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Commitments have been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section SECTION 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such the Pledgor a proper instrument Instrument or instruments Instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and Instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such the Pledgor (without recourse recourse, and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder, and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to SECTION 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to SECTION 3.2(a)(iv). As used in this Agreement, “Termination Date” the term "TERMINATION DATE" shall mean the earliest of (i) the date upon which all of the Commitments have been terminated, terminated and no Letters of Credit are outstanding and all Loan Document Revolving Loans have been paid in full and all other Obligations have been paid in full (excluding (x) normal continuing indemnity obligations which survive in accordance with their termsother than any indemnity, so long as no amounts are not then due and payable in respect thereofpayable, which by its terms shall survive such termination and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereofpayment), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. This Agreement shall terminate and the Collateral shall be automatically released from the Lien of this Agreement upon the earliest of the date on which both (x) (a) After all Indenture Obligations have been paid in full (other than contingent indemnification obligations for which no claim or demand has been made and that, pursuant to the Termination Date (as defined belowprovisions of the Indenture or the Collateral Documents, survive the termination thereof), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, b) the Issuer exercises its legal defeasance option or covenant defeasance option described in Section 11 hereof shall survive any such termination) and the Lien 8.02 or 8.03, respectively, of the Pledgee Indenture or (c) the satisfaction and discharge of the Indenture occurs in accordance with Article XII thereof. Upon termination hereof, the security interests granted hereunder hereby shall automatically terminate and all rights to the Collateral shall revert to the applicable Pledgor or to such other Person as may be releasedentitled thereto pursuant to any Order or other applicable Legal Requirement. Upon termination hereof or any release of Collateral in accordance with the provisions of the Indenture, subject to the terms of the Intercreditor Agreement, if in effect, the Collateral Agent shall promptly, upon the written request and the Pledgee, at the request sole cost and expense of the respective PledgorPledgors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (the Pledgors, against receipt and without recourse and without to or warranty of any representation kind (either express or warrantyimplied) by the Collateral Agent (except that the Collateral Agent has not assigned or otherwise transferred its security interest in the Collateral), such of the Collateral to be released (in the case of a release) as may be in the possession or control of the Pledgee, if any. As used in this Agreement, “Termination Date” Collateral Agent and as shall mean the earliest of (i) the date upon which the Commitments not have been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized sold or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company otherwise applied pursuant to the next terms hereof, and, with respect to last sentence any other Collateral, with such endorsements or proper documents and instruments prepared by Pledgors (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. In addition, Collateral shall be released from the Lien of this Agreement to the extent expressly required by Section 6.14(d) 10.04 of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this AgreementIndenture.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 12 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be releasedtermin­ation), and the Pledgee, at the request and expense of the respective any Pledgor, will as promptly as practicable execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in has not theretofore been sold or otherwise applied or released pursuant to this Agreement or any other Loan Document, together with any monies at the possession time held by the Pledgee or any of the Pledgee, if anyits sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the earliest of date upon which (i) the date upon which Commitments under the Commitments Credit Agreement have been terminated, (ii) all Bank Product Agreements applicable to the Loans (and/or the Commitments) entered into with any Bank Product Providers have been terminated, (iii) no Note under the Credit Agreement is outstanding, (iv) all Loans thereunder have been repaid in full and (v) all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable (other than indemnities described in respect thereofSection 12 hereof and described in Section 11.03 of the Credit Agreement, and (y) Letters of Credit that have been Cash Collateralized or for any other indemnities set forth in any other Secured Debt Agreements, in each case which a back-to-back letter of credit has been providedare not then due and payable) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 12 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the Pledgee, at the request and expense of the respective any Pledgor, will as promptly as practicable execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in has not theretofore been sold or otherwise applied or released pursuant to this Agreement or any other Credit Document, together with any monies at the possession time held by the Pledgee or any of the Pledgee, if anyits sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the earliest of date upon which (i) the date upon which Total Commitments under the Commitments Credit Agreement have been terminated, (ii) all Interest Rate Protection Agreements applicable to Loans (and/or the Commitments) entered into with any Other Creditors have been terminated, (iii) no Note under the Credit Agreement is outstanding, (iv) all Loans thereunder have been repaid in full and (v) all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable (other than indemnities described in respect thereofSection 12 hereof and described in Section 11.01 of the Credit Agreement, and (y) Letters of Credit that have been Cash Collateralized or for any other indemnities set forth in any other Secured Debt Agreements, in each case which a back-to-back letter of credit has been providedare not then due and payable) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyPledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest earlier of (i) the date upon which the Commitments Total Commitment and all Interest Rate Protection Agreements entitled to the benefits of this Agreement have been terminated, no Note (as defined in the Credit Agreement) or Letter of Credit is outstanding and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations other than indemnities described in Section 11 hereof and described in Section 12.13 of the Credit Agreement, and any other indemnities set forth in any other Security Documents, in each case which survive in accordance with their terms, so long as no amounts are not then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been providedpayable) have been indefeasibly paid in full, full and (ii) that date upon which the Release Date as defined conditions set forth in Section 6.14(d12.17(b) of the Credit Agreement (but subject to any deferral requested by the Company pursuant with respect to the next to last sentence of Section 6.14(d) release of the Credit Agreement collateral under all of the Security Documents shall have been satisfied and Silgan shall have requested the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release of all Collateral subject to this Agreementsuch collateral under such Security Documents.

Termination; Release. (a) After the Termination Date (as defined below), without any action on the part of any Secured Creditor, this Agreement shall automatically terminate and be of no further force or effect (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral of such Pledgor as may be in the possession of the PledgeePledgee and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee hereunder. As used in this Agreement, “"Termination Date” " shall mean the earliest first to occur of (i) the that date upon which the Commitments Total Commitment and all Interest Rate Protection or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding, all Letters of Credit have been terminated and all Loan Document other Credit Agreement Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that then owing by the Pledgors have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the that date upon which the Collateral is automatically released pursuant to the first sentence 15 15 of Section 26 of Part I of the Fifth Amendment to Credit Agreement or the Administrative Agent releases directs the Pledgee to release the Collateral in accordance with pursuant to the second sentence of Section 26 of Part I of the Fifth Amendment to the Credit Agreement and (iviii) the that date upon which the Loan Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments under the Credit Agreement have been terminated and all Secured Hedging Agreements entitled to the benefits of this Agreement have been terminated, no Note, Loan or Letter of Credit is outstanding and all Loan Document other Obligations (excluding (xother than indemnities described in Section 11 hereof and described in Section 10.3 of the Credit Agreement, and any other indemnities set forth in any other Collateral Documents, in each case which are not then due and payable) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined full in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementcash.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitments have been terminated, no Second-Lien Loan Note is outstanding (and all Loan Document Second-Lien Loans have been paid in full), and all other Obligations (excluding (x) normal continuing indemnity obligations which survive other than indemnitees provided for in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of the Credit that have been Cash Collateralized or Documents for which a back-to-back letter of credit no claim has been providedmade) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, including in Section 11 hereof 7.1 hereof, shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorGrantor, will promptly execute and deliver to such Pledgor Grantor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3 and releases to be filed and the United States Patent and Trademark Office and the United States Copyright Office) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Grantor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeeCollateral Agent and as has not theretofore been sold in accordance with this Agreement, if anythe other Credit Documents or applicable law, or otherwise applied or released pursuant to this Agreement, the other Credit Documents or applicable law; without limiting the foregoing, on the Termination Date all security interests and liens granted under this Agreement shall automatically and unconditionally terminate. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitments under the Credit Agreement have been terminatedterminated and the Loans, Notes (together with interest thereon), fees and all Loan other Credit Document Obligations (excluding (x) normal continuing indemnity obligations which survive other than indemnities described in accordance with their termsSection 7.1 hereof and described in Section 13.01 of the Credit Agreement that, so long as no amounts in either case, are not then due and payable in respect thereof, or any other contingent obligation not then due and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been providedpayable) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyPledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments have Total Revolving Loan Commitment has been terminated, and all Loan Credit Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in fullfull (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 6.14(d10.15(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant provisions thereof that certain Collateral shall remain subject to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Loan Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the Pledgee, at the request and expense of the respective any Pledgor, will as promptly as practicable execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in has not theretofore been sold or otherwise applied or released pursuant to this Agreement or any other Credit Document, together with any monies at the possession time held by the Pledgee or any of the Pledgee, if anyits sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the earliest of date upon which (i) the date upon which Total Commitments under the Commitments Credit Agreement have been terminated, (ii) all Interest Rate Protection Agreements applicable to Loans (and/or the Commitments) entered into with any Other Creditors have been terminated, (iii) no Note under the Credit Agreement is outstanding, (iv) all Loans thereunder have been repaid in full and (v) all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable (other than indemnities described in respect thereofSection 11 hereof and described in Section 11.01 of the Credit Agreement, and (y) Letters of Credit that have been Cash Collateralized or for any other indemnities set forth in any other Secured Debt Agreements, in each case which a back-to-back letter of credit has been providedare not then due and payable) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyPledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments Total Revolving Loan Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, and all Loan Document Obligations no Note (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement Agreement), Loan or Letter of Credit is outstanding (but subject to any deferral requested by other than Letters of Credit, together with all Fees that have accrued and will accrue thereon through the Company pursuant stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the next to last sentence Letter of Credit Issuer in its sole and absolute discretion) and all other Obligations (other than indemnities described in Section 6.14(d) 11 hereof and in Section 12.13 of the Credit Agreement and in the applicable provisions hereof), (iiiother Credit Documents which are not then due and payable) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the limited liability company pursuant to Section 3.2(a)(ii) hereof. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Commitments and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Letter of Credit or Note is outstanding (and all Loan Document Loans have been paid in full), all Letters of Credit have been terminated (or cash collateralized in a manner consistent with Section 4.02(a) of the Credit Agreement), and all other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After Immediately after the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyPledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, and all Loan Document Obligations no Note (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in the Credit Agreement) or Letter of Credit is outstanding (other than Letters of Credit, together with all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Letter of Credit issuer in its sole and absolute discretion) and all other Obligations (other than indemnities described in Section 6.14(d) 11 hereof and in Section 12.13 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After This Agreement shall terminate and the Termination Date Collateral shall be automatically released from the Lien of this Agreement when the Facility Agent notifies the Borrowers that the principal of and interest and premium (as defined below)if any) on the Loan, all fees and all other expenses or amounts payable under this Agreement shall have been paid in full (other than contingent indemnification obligations for which no claim or demand has been made and that, pursuant to the provisions of this Agreement or the Security Documents, survive the termination thereof). Upon termination hereof, the security interests granted by the Security Documents shall automatically terminate (provided that and all indemnities set forth herein includingrights to the Collateral shall revert to the applicable Credit Party. Upon termination hereof or any release of Collateral in accordance with the provisions of this Agreement, without limitation, in Section 11 hereof the applicable Creditor shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument Credit Party all releases or instruments acknowledging other documents reasonably necessary and in form reasonably satisfactory to the satisfaction and termination of this AgreementCredit Party, any vessel registry or other registry, as applicable, and will duly take such reasonable further actions for the release of such Collateral from the security interests created thereby, upon the written request and at the sole cost and expense of the Credit Parties, assign, transfer and deliver to such Pledgor (the Credit Parties, against receipt and without recourse and without to or warranty of any representation kind (either express or warrantyimplied) by such Creditor (except that such Creditor has not assigned or otherwise transferred its security interest in the Collateral), such of the Collateral to be released (in the case of a release) as may be in the possession or control of the Pledgee, if any. As used in this Agreement, “Termination Date” such Creditor and as shall mean the earliest of (i) the date upon which the Commitments not have been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized sold or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company otherwise applied pursuant to the next terms hereof, and, with respect to last sentence any other Collateral, with such endorsements or proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of Section 6.14(d) of such Collateral, as the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementcase may be.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 12 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the Pledgee, at the request and expense of the respective any Pledgor, will as promptly as practicable execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in has not theretofore been sold or otherwise applied or released pursuant to this Agreement or any other Loan Document, together with any monies at the possession time held by the Pledgee or any of the Pledgee, if anyits sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the earliest of date upon which (i) the date upon which Term Commitment and the Total Revolving Commitments under the Credit Agreement have been terminated, (ii) all Bank Product Agreements applicable to the Loans (and/or the Commitments) entered into with any Bank Product Providers have been terminated, (iii) no Note under the Credit Agreement is outstanding, (iv) all Loans thereunder have been repaid in full and (v) all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable (other than indemnities described in respect thereofSection 12 hereof and described in Section 11.03 of the Credit Agreement, and (y) Letters of Credit that have been Cash Collateralized or for any other indemnities set forth in any other Secured Debt Agreements, in each case which a back-to-back letter of credit has been providedare not then due and payable) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Administrative Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Administrative Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Commitments and, to the extent entitled to the benefits of this Agreement, all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note is outstanding (and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive Loans have been repaid in accordance with their termsfull), so long as no amounts are then due and payable in respect thereof, and (y) all Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) terminated and all Obligations then owing have been indefeasibly paid in full. and the Collateral Administrative Agent, (ii) at the Release Date as defined in Section 6.14(d) request and expense of the Credit Agreement relevant Assignor, will duly assign, transfer and deliver to such Assignor (but subject to without recourse and without any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(drepresentation or warranty) such of the Credit Agreement Collateral as is then being (or has been) so sold or released and as may be in the applicable provisions hereof), (iii) the date upon which possession of the Collateral Administrative Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject has not theretofore been released pursuant to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments Total Revolving Loan Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note, Loan or Letter of Credit is outstanding (other than Letters of Credit, together with all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined other than any indemnities described in Section 6.14(d) 8.1 hereof, in the other Credit Documents and in Section 12.13 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on Form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest earlier of (i) the date upon which the Commitments Total Commitment and all Interest Rate Protection Agreements entitled to the benefits of this Agreement have been terminated, no Note or Letter of Credit is outstanding and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations other than indemnities described in Section 8.1 hereof and described in Section 12.13 of the Credit Agreement, and any other indemnities set forth in any other Security Documents, in each case which survive in accordance with their terms, so long as no amounts are not then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been providedpayable) have been indefeasibly paid in full, full and (ii) that date upon which the Release Date as defined conditions described in Section 6.14(d12.17(b) of the Credit Agreement (but subject to any deferral requested by the Company pursuant with respect to the next to last sentence of Section 6.14(d) release of the Credit Agreement collateral under all of the Security Documents shall have been satisfied and Silgan shall have requested the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementof such collateral under such Security Documents.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, limitation in Section 11 hereof 6.1 hereof, shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorGrantor, will promptly execute and deliver to such Pledgor Grantor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Grantor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which all of the Commitments under the Credit Agreement have been terminated and no further Commitments may be provided pursuant thereto and all Interest Rate Protection/Currency Exchange Agreements entered into with any Other Creditor have been terminated, no promissory notes issued pursuant to the Credit Agreement are outstanding, all Loans thereunder have been repaid in full, all Letters of Credit issued under the Credit Agreement have been terminated, all Treasury Services have been terminated and all Loan Document outstanding obligations thereunder and under the Treasury Service Agreement have been repaid in full and all Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein and the other Secured Debt Agreements including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeAdministrative Agent, at the request and expense of the respective PledgorPledgors, will promptly will, if requested by the Pledgors, execute and deliver to such Pledgor the Pledgors a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement as provided above, and will duly assign, transfer and deliver to such Pledgor the Pledgors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeeAdministrative Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Administrative Agent hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Membership Interest (other than an Uncertificated Security, Partnership Interest or Membership Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.5(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.5(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which all of the Commitments have been terminated, no Note under the Credit Agreement is outstanding (and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive Loans have been paid in accordance with their termsfull), so long as no amounts are then due and payable in respect thereof, and (y) all Letters of Credit that have been Cash Collateralized cancelled (or have expired, undrawn) or collateralized to the satisfaction of the Administrative Agent and all other Obligations have been paid in full (other than arising from indemnities for which a back-to-back letter of credit no request has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereofmade), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below), without any action on the part of any Secured Creditor, this Agreement shall automatically terminate and be of no further force or effect (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee hereunder. As used in this Agreement, “"Termination Date” " shall mean the earliest first to occur of (i) the that date upon which the Commitments Total Commitment and all Interest Rate Protection or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding, all Letters of Credit have been terminated and all Loan Document other Credit Agreement Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that then owing by the Pledgor have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the that date upon which the Collateral is automatically released pursuant to the first sentence of Section 26 of Part I of the Fifth Amendment to Credit Agreement or the Administrative Agent releases directs the Pledgee to release the Collateral in accordance with pursuant to the second sentence of Section 26 of Part I of the Fifth Amendment to the Credit Agreement and (iviii) the that date upon which the Loan Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date Subject to clauses (as defined belowb), (c) and (d) of this Section 12, (i) this Agreement, the Liens in favor of each Pledgee (for the benefit of the Credit Parties or the Pre-Petition Credit Parties, as applicable) and all other security interests granted hereby shall terminate with respect to all Obligations and Pre-Petition Liabilities when Payment in Full shall have occurred, and (ii) the Pledgees shall deliver all remaining Cash Collateral to the Applicant Representative (or in accordance with applicable Law) within ten (10) Business Days following Payment in Full, provided, however, that (A) this Agreement, the Lien in favor of each Pledgee (for the benefit of the Credit Parties or the Pre-Petition Credit Parties, as applicable) and all other security interests granted hereby shall be reinstated if at any time payment, or any part thereof, of any portion of the Obligations or Pre-Petition Liabilities is rescinded or must otherwise be restored by any Credit Party, any Pre-Petition Credit Party or any Pledgor upon the bankruptcy or reorganization of any Pledgor or otherwise, and (B) in connection with the termination of this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction release and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be security interests in the possession of Cash Collateral, each Pledgee may require such indemnities and collateral security as it shall reasonably deem necessary or appropriate to protect the PledgeeCredit Parties or the Pre-Petition Credit Parties, if any. As used in this Agreementas applicable, “Termination Date” shall mean the earliest of (i) the date upon which the Commitments have been terminated, and all Loan Document Obligations (excluding against (x) normal continuing indemnity obligations which survive in accordance with their termsloss on account of credits previously applied to the Obligations or Pre-Petition Liabilities, so long as no amounts are then due and payable in respect thereofapplicable, that may subsequently be reversed or revoked, and (y) Letters any Obligations that may thereafter arise under Section 9.04 of the Letter of Credit Agreement or any Pre-Petition Liabilities that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in may thereafter arise under Section 6.14(d) 10.04 of the Pre-Petition Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section SECTION 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the Pledgee, at the request and expense of the respective any Pledgor, will promptly execute and deliver to such Pledgor a proper instrument Instrument or instruments Instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and Instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such Pledgor (without recourse recourse, and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its nominees or 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” the term "TERMINATION DATE" shall mean the earliest of (i) the date upon which all of the Commitments Commitments, the Letter of Credit Commitment, the Letters of Credit and all Interest Rate Protection Agreements shall have terminated in full, no Notes are outstanding (and all Loans shall have been terminatedpaid in full), and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined full and in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementcash.

Termination; Release. (a) After When all the Termination Date Secured Obligations have been paid in full (as defined below)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 automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof terminate. Upon termination of this Agreement the Pledged Collateral shall survive any such termination) and be released from the Lien of this Agreement and upon the Pledgee granted hereunder sale by any Pledgor of any Pledged Collateral in accordance with Section 7.5 of the Credit Agreement, such Pledged Collateral shall automatically be releasedreleased 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 the Pledgee, at the request sole cost and expense of the respective PledgorPledgors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in the possession of the Pledgee, if any. As used in this Agreement, “Termination Date” Collateral Agent and as shall mean the earliest of (i) the date upon which the Commitments not have been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized sold or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company otherwise applied pursuant to the next terms hereof, and, with respect to last sentence any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of Section 6.14(d) of such Pledged Collateral, as the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementcase may be.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Commitments and all Interest Rate Agreements have been terminated, no Note is outstanding (and all Loan Document Loans have been paid in full) and all other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether 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) 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 earliest of (i) the date upon which the Commitments Total Commitment and all Interest Rate Agreements have been terminated, no Letter of Credit or Note is outstanding (and all Loans have been paid in full), all Letters of Credit have been terminated, and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments under the Credit Agreement have been terminated and all Secured Hedging Agreements entitled to the benefits of this Agreement have been terminated, no Note, Loan or Letter of Credit is outstanding and all Loan Document other Obligations (excluding (xother than indemnities described in Section 11 hereof and described in Section 10.3 of the Credit Agreement, and any other indemnities set forth in any other Collateral Documents, in each case which are not then due and payable) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined full in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementcash.

Termination; Release. (a) After On the Termination Date (as defined -------------------- below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Commitments and all Hedging Agreements have been terminated, no Letter of Credit or Note is outstanding (and all Loans have been paid in full), all Letters of Credit have been terminated, and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below), without any action on the part of any Secured Creditor, this Agreement shall automatically terminate and be of no further force or effect (provided that all indemnities set forth herein including, without limitation, in Section 11 10.6 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor the respective Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeeCollateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Collateral Agent hereunder. As used in this Agreement, “"Termination Date” " shall mean the earliest first to occur of (i) the that date upon which the Commitments Total Commitment and all Interest Rate Protection or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding, all Letters of Credit have been terminated and all Loan Document other Credit Agreement Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that then owing by such Assignor have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the that date upon which the Collateral is automatically released pursuant to the first sentence of Section 26 of Part I of the Fifth Amendment to Credit Agreement or the Administrative Agent releases directs the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended Agent to release all the Collateral subject pursuant to this Agreement.the second sentence of Section

Termination; Release. (a) After Immediately after the Termination Date (as defined below)-------------------- Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note or Letter of Credit is outstanding (other than Letters of Credit, together with all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined other than any indemnities described in Section 6.14(d) 8.1 hereof and in Section 12.13 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After When all of the Termination Date (as defined below), Secured Obligations have been indefeasibly paid in full this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, Collateral Trustee will promptly execute and deliver to such Pledgor a the respective Grantors, at the expense of the Grantors, the proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse the Grantors, at the expense of the Grantors and without any recourse, representation or warranty) warranty of any kind whatsoever (except with respect to the absence of any liens created by or arising under the Collateral Trustee), such of the Collateral of the respective Grantors as may be in the possession of the PledgeeCollateral Trustee and has not theretofore been disposed of, applied or released PROVIDED, HOWEVER, if any. As used in this Agreementno default or Event of Default exists, “Termination Date” shall mean the earliest of Company and each Subsidiary Grantor's Accounts will be automatically released from the Lien at such time as the Company has paid five million dollars (i) the date upon which the Commitments have been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d$5,000,000) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) principal amount of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral Series A Notes in accordance with the Credit Agreement Indenture and the Collateral Trustee will execute and deliver to the respective Grantors the proper instruments acknowledging the termination of such Lien. Upon the release of any Collateral pursuant to the terms of the Indenture, the Collateral Trustee will promptly return (ivand in any event within 10 Business Days) to the date upon which Grantors any Collateral so released that is held by or on behalf of the Loan Documents are amended to release Collateral Trustee, including, without limitation, any Pledged Stock and any and all Collateral subject to this Agreementinstruments of transfer or assignments in blank with respect thereto.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement and the security interests created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof Article VIII hereof, shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral of such Assignor as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which no obligations remain pursuant to the Commitments HET/JCC Agreement or any other Minimum Payment Guaranty Documents and all Minimum Payment Guaranties have been terminated, the total commitments under the Credit Agreement have been terminated, all Interest Rate Protection Agreements and Minimum Payment Guaranties have been terminated, no Note under the Credit Agreement is outstanding (and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that Loans thereunder have been Cash Collateralized or for which a back-to-back letter repaid in full), all letters of credit has been provided) issued under the Credit Agreement have been indefeasibly terminated, no Senior Subordinated Notes or Senior Subordinated Contingent Notes are outstanding and all Obligations then owing have been paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyPledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments Aggregate Commitment and all Interest Rate Protection Agreements and Other Hedging Agreements have been terminated, no promissory note or Letter of Credit under the Credit Agreement is outstanding (other than Letters of Credit, together with all fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Issuing Lender in its sole and absolute discretion) and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined other than indemnities described in Section 6.14(d) 11 hereof and in Section 12.05 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note or Letter of Credit is outstanding (other than Letters of Credit, together with all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined other than any indemnities described in Section 6.14(d) 8.1 hereof and in Section 12.13 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After It is expressly acknowledged and agreed that the Liens and security interests granted under this Agreement for the benefit of the Secured Creditors (i) prior to the Lien Termination Date, (x) shall be released by the Pledgee, without the necessity of the consent of any Secured Creditor, upon the consummation of any transaction permitted by Section 8.03 of the Credit Agreement (including as permitted pursuant to any amendment or waiver to Section 8.03 in accordance with the terms of the Credit Agreement), but in each case only with respect to that portion of the Pledged Collateral subject to such transaction and not including the proceeds thereof, and (y) may be released by the Pledgee, with the consent of the Majority Banks or, to the extent required by Section 12.01(a)(vii) of the Credit Agreement, with the consent of each of the Banks, with respect to all or any portion of the Pledged Collateral and (ii) shall be released on the Lien Termination Date (as defined below), this Agreement shall automatically terminate (provided that with respect to all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledged Collateral pursuant to paragraph (b) of this Section 28. Upon any release of the type described in the immediately preceding sentence, the Pledgee granted hereunder shall automatically be released, and the Pledgeeshall, at the request and expense of the respective PledgorPledgors, will promptly release the Pledged Collateral being released and execute and deliver to the Pledgors such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination release of such Pledged Collateral from this AgreementAgreement as reasonably requested by such Pledgor, and will duly assign, transfer and deliver to such the respective Pledgor (without recourse and without any representation or warranty) such of the Pledged Collateral that is to be released as may be described above and is in the possession of the Pledgee, if any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Commitments have been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, will terminate such control agreements or similar agreements with respect to the Collateral as may then exist, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any monies at the time held by the Pledgee or any its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments total commitments to provide extensions of credit under all Secured Debt Agreements have terminated, and all Loans have been repaid in full, all Letters of Credit have been terminated, all extensions of credit pursuant to any Interest Rate Protection Agreements have been repaid in full and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or other than arising from indemnities for which a back-to-back letter of credit no request has been providedmade) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. a)" \* MERGEFORMAT (a) After the Termination Date (as defined below), without any action on the part of any Secured Creditor, this Agreement shall automatically terminate and be of no further force or effect (provided that all indemnities set forth herein including, without limitation, in Section 11 10.6 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor the Assignor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor the Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeeCollateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Collateral Agent hereunder. As used in this Agreement, “"Termination Date” " shall mean the earliest first to occur of (i) the that date upon which the Commitments Total Commitment and all Interest Rate Protection or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding, all Letters of Credit have been terminated and all Loan Document other Credit Agreement Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that then owing by the Assignor have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the that date upon which the Collateral is automatically released pursuant to the first sentence of Section 26 of Part I of the Fifth Amendment to Credit Agreement or the Administrative Agent releases directs the Collateral in accordance with Agent to release the Collateral pursuant to the second sentence of Section 26 of Part I of the Fifth Amendment to the Credit Agreement and (iviii) the that date upon which the Loan Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this AgreementAgree ment, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments Aggregate Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no promissory note or Letter of Credit under the Credit Agreement is outstanding (other than Letters of Credit, together with all fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been secured in a manner satisfactory to the applicable Issuing Lenders in their sole and absolute discretion) and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined other than any indemnities described in Section 6.14(d) 8.1 hereof and in Section 12.05 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.01 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the PledgeeAssignee, at the request and expense of the respective Pledgorany Assignor, will as promptly as practicable execute and deliver to such Pledgor Assignor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in has not theretofore been sold or otherwise applied or released pursuant to this Agreement or any other Credit Document, together with any monies at the possession time held by the Assignee or any of the Pledgee, if anyits sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Commitments Total Commitment under the Credit Agreement has been terminated and all Interest Rate Protection Agreements applicable to Loans (and/or the Commitments) entered into with any Other Creditors have been terminated, no Note under the Credit Agreement is outstanding and all Loan Document Loans thereunder have been repaid in full and all Secured Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable (other than indemnities described in respect thereofSection 8.01 hereof and described in Section 11.01 of the Credit Agreement, and (y) Letters of Credit that have been Cash Collateralized or for any other indemnities set forth in any other Secured Debt Agreement, in each case which a back-to-back letter of credit has been providedare not then due and payable) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyPledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments Aggregate Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no promissory note or Letter of Credit under the Credit Agreement is outstanding (other than Letters of Credit, together with all fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been secured in a manner satisfactory to the applicable Issuing Lenders in their sole and absolute discretion) and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined other than indemnities described in Section 6.14(d) 11 hereof and in Section 12.05 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After the Termination Date (as defined below)Date, this -------------------- Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 6.1 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note or Letter of Credit is outstanding (other than Letters of Credit, together with all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined other than any indemnities described in Section 6.14(d) 6.1 hereof and in Section 14.01 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After It is expressly acknowledged and agreed that the Liens and security interests granted under this Agreement for the benefit of the Secured Creditors (i) prior to the Lien Termination Date, (x) shall be released by the Pledgee, without the necessity of the consent of any Secured Creditor, upon the consummation of any transaction permitted by Section 8.03 of the Credit Agreement (including as permitted pursuant to any amendment or waiver to Section 8.03 in accordance with the terms of the Credit Agreement), but in each case only with respect to that portion of the Pledged Collateral subject to such transaction and not including the proceeds thereof, and (y) may be released by the Pledgee, with the consent of the Majority Banks or, to the extent required by Section 11.01(a)(vii) of the Credit Agreement, with the consent of each of the Banks, with respect to all or any portion of the Pledged Collateral and (ii) shall be released on the Lien Termination Date (as defined below), this Agreement shall automatically terminate (provided that with respect to all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledged Collateral pursuant to paragraph (b) of this Section 28. Upon any release ---------- of the type described in the immediately preceding sentence, the Pledgee granted hereunder shall automatically be released, and the Pledgeeshall, at the request and expense of the respective PledgorPledgors, will promptly release the Pledged Collateral being released and execute and deliver to the Pledgors such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination release of such Pledged Collateral from this AgreementAgreement as reasonably requested by such Pledgor, and will duly assign, transfer and deliver to such the respective Pledgor (without recourse and without any representation or warranty) such of the Pledged Collateral that is to be released as may be described above and is in the possession of the Pledgee, if any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Commitments have been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any monies at the possession time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security or a Limited Liability Company Interest (other than an Uncertificated Security or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the Pledgee, if anyagreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which all Commitments under the Commitments Credit Agreement have been terminated, no Note under the Credit Agreement is outstanding and all Loans thereunder have been repaid in full in accordance with the terms thereof, all Letters of Credit issued under the Credit Agreement have been terminated, and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined full in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral cash in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementterms thereof.

Termination; Release. (a) After Upon (or at any time after) payment in full of (x) the Termination Date principal amount of the Loans outstanding under the Credit Agreement, and interest thereon, Break Funding Payments, and all other amounts due under all the Loans and (as defined belowy) all Hedging Obligations and provided that 8 (A) there shall then be no other Obligations due to the Pledgee, the Facility Agent and any other Secured Party hereunder, under the Credit Agreement and under the other Loan Documents, (B) all Hedging Agreements shall have been terminated and (C) no Event of Default under Section 10.01(e) and/or Section 10.01(f) of the Credit Agreement shall have occurred and be continuing (unless the payment in full of the Loan, any interest thereon, Break Funding Payments and all other amounts due under the Loans and of the Hedging Obligations and the satisfaction of all other Obligations under the Credit Agreement and the other Loan Documents shall have been approved by the applicable bankruptcy or insolvency court, Irish law examiner, judicial manager (or similar official or court)), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of this Pledge Agreement shall be automatically released and the Pledgor shall direct the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will to promptly execute and deliver to such or as directed in writing by the Pledgor a proper an appropriate instrument or instruments acknowledging prepared by the satisfaction Pledgor and termination reasonably satisfactory to the Pledgee evidencing the release of the Pledged Collateral from the lien of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Commitments have been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Pledge Agreement and the applicable provisions hereof)Pledgee shall execute and deliver such instrument as aforesaid; provided, (iii) that this Pledge Agreement shall earlier terminate and this Pledge Agreement shall be of no further force or effect upon any sale or other final disposition by the date upon which Pledgee of all property constituting part of the Pledged Collateral Agent releases and the final distribution by the Pledgee of all monies or other property or proceeds constituting part of the Pledged Collateral in accordance with the Credit terms hereof. (b) Except as aforesaid otherwise provided, this Pledge Agreement and (iv) the date upon which trusts created hereby shall continue in full force and effect in accordance with the Loan Documents are amended to release all Collateral subject to this Agreementterms hereof. 16.

Termination; Release. (a) After It is expressly acknowledged and agreed that the Liens and security interests granted under this Agreement for the benefit of the Secured Creditors (i) prior to the Lien Termination Date, (x) shall be released by the Pledgee, without the necessity of the consent of any Secured Creditor, upon the consummation of any transaction permitted by Section 8.03 of the Credit Agreement (including as permitted pursuant to any amendment or waiver to Section 8.03 in accordance with the terms of the Credit Agreement), but in each case only with respect to that portion of the Pledged Collateral subject to such transaction and not including the proceeds thereof, and (y) may be released by the Pledgee, with the consent of the Majority Banks or, to the extent required by Section 11.01(a)(vii) of the Credit Agreement, with the consent of each of the Banks, with respect to all or any portion of the Pledged Collateral and (ii) shall be released on the Lien Termination Date (as defined below), this Agreement shall automatically terminate (provided that with respect to all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledged Collateral pursuant to paragraph (b) of this Section 28. Upon any release of the type described in the immediately preceding sentence, the Pledgee granted hereunder shall automatically be released, and the Pledgeeshall, at the request and expense of the respective PledgorPledgors, will promptly release the Pledged Collateral being released and execute and deliver to the Pledgors such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination release of such Pledged Collateral from this AgreementAgreement as reasonably requested by such Pledgor, and will duly assign, transfer and deliver to such the respective Pledgor (without recourse and without any representation or warranty) such of the Pledged Collateral that is to be released as may be described above and is in the possession of the Pledgee, if any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Commitments have been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Revolving Commitments and all Interest Rate Agreements have been terminated, no Letter of Credit or Note is outstanding (and all Revolving Loans have been paid in full), all Letters of Credit have been terminated, and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreement.