Common use of Collateral and Guaranty Matters Clause in Contracts

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantors, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically released. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and any other obligation (including a guarantee that is contingent in naturethe applicable L/C Issuer have been made), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than any other Loan Party (provided that in the Borrower or any event of its Restricted Subsidiaries that are Guarantorsa transfer of assets from a Loan Party to another Loan Party organized in a different jurisdiction, the Collateral Agent shall release such Lien if such transferee Loan Party takes all actions reasonably necessary to xxxxx x Xxxx in such transferred assets to the Collateral Agent (to the extent required by the Collateral and Guarantee Requirement)) and (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, below or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this AgreementExcluded Property; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section Sections 7.01(i) and (o); (ci) that if any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary Subsidiary, or becomes an Excluded Subsidiary, in each case as a result of a transaction or designation permitted hereunder; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary hereunder (as certified in writing delivered to the Administrative Agent by a Responsible Officer)Officer of the Parent Borrower) or (ii) so long as no Event of Default has occurred and is continuing at such time, upon the designation by the Parent Borrower of a Subsidiary Guarantor as a “Designated Non-Guarantor Subsidiary”, in the case of each of clauses (i) and (ii) above (x) such Subsidiary shall be automatically released from its obligations under the Guaranty and (iiy) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary (to the extent such Equity Interests have become Excluded Property or are being transferred to a Person that is not a Loan Party) shall be automatically released. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Parent Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations Treasury Services Agreements not yet due and payable and (zy) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination or cash collateralization of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature)Credit, (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than a Person required to xxxxx x Xxxx to the Borrower Administrative Agent or any the Collateral Agent under the Loan Documents (or, if such transferee is a Person required to xxxxx x Xxxx to the Administrative Agent or the Collateral Agent on such asset, at the option of its Restricted Subsidiaries the applicable Loan Party, such Lien on such asset may still be released in connection with the transfer so long as (i) the transferee grants a new Lien to the Administrative Agent or Collateral Agent on such asset substantially concurrently with the transfer of such asset, (ii) the transfer is between parties organized under the laws of different jurisdictions and at least one of such parties is a Foreign Subsidiary and (iii) the priority of the new Lien is the same as that are Guarantorsof the original Lien), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, below or (v) if upon the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph terms of the definition of Collateral and Guarantee Requirement Documents or the Intercreditor Agreement or any other intercreditor agreement entered into pursuant to a transaction not prohibited by this Agreementhereto; (b) to To release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o); (c) that That any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing; and (d) That each of the Administrative Agent and the Collateral Agent are authorized to enter into the Intercreditor Agreement and any other intercreditor agreement it deems reasonable in connection with any Permitted Debt Offering (of junior lien priority or otherwise) and that if any Subsidiary Guarantor such intercreditor agreement is posted to the Lenders three Business Days before being executed and the Required Lenders shall cease not have objected to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary intercreditor agreement the Required Lenders shall be automatically released from its obligations under deemed to agree that the Guaranty Administrative Agent’s or the Collateral Agent’s entry into such intercreditor agreement is reasonable and (ii) any Liens granted by to have consented to such Subsidiary or Liens on the Equity Interests of intercreditor agreement and such Subsidiary shall be automatically releasedAgent’s execution thereof. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent or the Collateral Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party the Borrowers may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable, payable and (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination or Cash Collateralization of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature)Credit, (ii) at the time the property subject to such Lien is transferred Disposed or to be transferred substantially simultaneously Disposed as part of or in connection with any transfer Disposition permitted hereunder or under any other Loan Document to any Person other than a Person required to xxxxx x Xxxx to the Borrower Administrative Agent or any the Collateral Agent under the Loan Documents (or, if such transferee is a Person required to xxxxx x Xxxx to the Administrative Agent or the Collateral Agent on such asset, at the option of its Restricted Subsidiaries the applicable Loan Party, such Lien on such asset may still be released in connection with the transfer so long as (x) the transferee grants a new Lien to the Administrative Agent or Collateral Agent on such asset substantially concurrently with the transfer of such asset, (y) the transfer is between parties organized under the laws of different jurisdictions and the transferee is a Foreign Subsidiary and (z) the priority of the new Lien is the same as that are Guarantorsof the original Lien), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) the Collateral Agent is authorized to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to on any assets that are excluded from the holder of any Lien on such property that is permitted by Section 7.01(i) and (o)Collateral; (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary (other than pursuant to (i) clause (a) of the definition thereof unless such Restricted Subsidiary ceases to be a Restricted Subsidiary or (ii) clause (b) of the definition thereof unless, in the case of this subclause (ii), the Borrower delivers a written request to the Administrative Agent for such release and no Default has occurred and is continuing at such time) as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Mezzanine Debt or any Junior Financing; and (d) if (x) the Collateral Agent may, without any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer)further consent of any Lender, enter into or amend (i) such Subsidiary shall a First Lien Intercreditor Agreement with the collateral agent or other representatives of the holders of Permitted Notes issued pursuant to Section 7.03(s) that are intended to be automatically released from its obligations under secured on a pari passu basis with the Guaranty and Obligations and/or (ii) any Liens granted a Second Lien Intercreditor Agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by such Subsidiary or Liens a Lien on the Equity Interests Collateral ranking junior to the Lien securing the Obligations that is permitted by Section 7.03, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such Subsidiary other Liens are permitted and (z) any First Lien Intercreditor Agreement or Second Lien Intercreditor Agreement entered into by the Collateral Agent shall be automatically releasedbinding on the Secured Parties. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent or the Collateral Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Secured Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or backstopped or as to which other arrangements reasonably satisfactory to the Revolver Agent and any other obligation (including a guarantee that is contingent in naturethe applicable L/C Issuer have been made), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder (including any Asset Disposition permitted hereunder) or under any other Loan Document to any Person other than any other Loan Party (provided that in the event of a transfer of assets from a Loan Party to another Loan Party organized in a different jurisdiction, the Collateral Agent shall, upon request of the Borrower or any of its Restricted Subsidiaries that are Guarantorsother Loan Party, release such Lien if such transferee Loan Party takes all actions reasonably necessary to xxxxx x Xxxx in such transferred assets to the Collateral Agent (to the extent required by the Collateral and Guarantee Requirement)) or in connection with the Staggered Emergence, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (cb) or (dc) below, or (v) if the property subject to such Lien becomes subject Excluded Property or (vi) solely with respect to any Lien granted pursuant to the exclusions set forth in DIP Collateral Documents, upon the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this AgreementConversion Date; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted a Permitted Lien under clauses (i) or (l) (in the case of clause (l), upon the reasonable request of the Borrower, to the extent required by Section 7.01(ithe terms of the agreements governing such Permitted Lien) and (o);of the definition thereof. (c) that any to release a Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty Guarantee Agreement, if such Person Subsidiary Guarantor ceases to be a Restricted Subsidiary, or becomes an Excluded Subsidiary or is a Designated Entity, in each case as a result of a transaction permitted hereunder or designation permitted hereunder; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary hereunder (as certified in writing delivered to the Administrative Agent by a Responsible Officer), Officer of the Borrower) or as a result of the Staggered Emergence (i) such provided that the release of any Subsidiary shall be automatically released Guarantor from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests Loan Documents solely as a result of such Subsidiary Guarantor becoming an Excluded Subsidiary of the type described in clause (b) of the definition thereof shall only be automatically releasedpermitted if such Subsidiary Guarantor becomes such an Excluded Subsidiary pursuant to a transaction with a third party that is not otherwise an Affiliate of the Borrower and such transaction was not for the primary purpose of releasing the Guarantee of such Subsidiary Guarantor). Upon Notwithstanding anything contained herein to the contrary, upon request by the Administrative Agent at any time, the Required Lenders will shall confirm in writing the Administrative Agent’s irrevocable authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11; provided that the absence of such confirmation shall not affect in any way the validity of the automatic releases of security interest or Guaranty contemplated by this Agreement or the Administrative Agent’s obligations to comply with the provisions of the immediately following sentence. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request (i) to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsDocuments (including the filing of termination statements or the return of pledged collateral), or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11; provided, that prior to any such request, the Borrower shall have in each case delivered to the Administrative Agent written request therefor and, to the extent reasonably requested by the Administrative Agent, a certificate of the Borrower to the effect that the release of such Guarantor or Collateral, as applicable, is in compliance with the Loan Documents. Each of the Lenders irrevocably authorizes the Administrative Agent to rely on any such certificate without independent investigation and release its interests in any Collateral or release any Guarantor from its obligations under the Loan Documents pursuant to this Section 9.11 (including, in each case of the foregoing, by filing applicable termination statements and/or returning pledged Collateral); it being acknowledged and agreed by each Secured Party that the Administrative Agent, in its capacity as such, shall have no liability with respect to relying on such certificate and taking actions to evidence such release.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit and any (other obligation (including than Letters of Credit in which the Outstanding Amount of the L/C Obligations related thereto have been Cash Collateralized or, if satisfactory to the relevant L/C Issuer in its sole discretion, for which a guarantee that backstop letter of credit is contingent in natureplace), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than a Loan Party (it being understood that in the Borrower or event that property that constitutes Collateral is transferred to any of its Restricted Subsidiaries that are GuarantorsLoan Party, such property shall continue to constitute Collateral under the Loan Documents), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon release of such Subsidiary Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o);; and (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) provided that no such release shall occur if any Subsidiary such Guarantor shall cease continues to be a Material Subsidiary (as certified guarantor in writing by a Responsible Officer)respect of the New Senior Notes, (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) or any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedJunior Financing. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 9.119.12. In each case as specified in this Section 9.119.12, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Parent Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.119.12.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agreeauthorize the Administrative Agent: (a) that to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination all of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations (i) Cash Management Obligations and (ii) Obligations under Secured Hedge Agreements not yet due and payable, and (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable)) having been paid in full, the expiration or termination of all Letters of Credit and any other obligation having been Cash Collateralized or otherwise back-stopped (including a guarantee that is contingent by “grandfathering” into any future credit facilities), in nature)each case, on terms reasonably satisfactory to the relevant L/C Issuer in its reasonable discretion, or having expired or having been terminated, and the Aggregate Commitments having expired or having been terminated, (ii) at the time the property subject to such Lien that is transferred or to be transferred Disposed of as part of or in connection with any transfer Disposition permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantorsa Loan Party, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, Lenders (iv) if the property subject to such Lien is owned by a Guarantor, Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth as expressly provided in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this AgreementDocuments; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o);; and (c) that to release any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; and (d) if any Subsidiary Guarantor provided that no such release shall cease occur with respect to an entity that ceases to be a Material Restricted Subsidiary or becomes an Excluded Subsidiary if such Guarantor continues to be a guarantor in respect of any Specified Junior Financing Obligation unless and until each guarantor is (as certified in writing by a Responsible Officer), (ior is being simultaneously) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by guarantee with respect to such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedSpecified Junior Financing Obligation. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.119.08. In each case as specified in this Section 9.119.08, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.119.08; provided that the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying that any such transaction has been consummated in compliance with this Agreement and the other Loan Documents as the Administrative Agent shall reasonably request.

Collateral and Guaranty Matters. The Lenders (including in its their respective capacities as a potential Cash Management Bank Banks or Hedge Banks) and a potential Hedge Bank) the L/C Issuer irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower Company or any of its Restricted Subsidiaries that are GuarantorsSubsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) that the Administrative Agent is authorized to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o); (c) that KCI USA and any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty (or hereunder, in the case of KCI USA) if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and; (d) if any Subsidiary Guarantor (other than any direct or indirect parent company of the Lead Borrower) shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically released; (e) Parent shall be automatically released from its obligations under the Guaranty and any Lien granted by Parent shall be automatically released following any merger permitted hereunder involving Parent in which Parent is not the surviving entity; and (f) that, upon the occurrence of any Trigger Event, Parent and Topco shall each be automatically released from its obligations under the Guaranty and any Liens granted by such Person or Liens on the Equity Interests of such Person shall be automatically released; provided that no such release shall occur if such Person (x) continues to be a guarantor in respect of the Senior Secured Notes or the Senior Unsecured Notes or (y) is the immediate parent of the Lead Borrower. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacities capacity as a potential Cash Management Bank and a potential Hedge Bank) and each L/C Issuer irrevocably agreeauthorize the Collateral Agent: (a) that to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (zA) contingent indemnification obligations not yet accrued and payable)(B) obligations and liabilities under Treasury Services Agreements and Secured Hedge Agreements, except as to amounts that are due and payable thereunder for which the Administrative Agent has received a written notice from the applicable Hedge Bank) and the expiration or termination of all Letters of Credit and any (other obligation (including than Letters of Credit that have been Cash Collateralized or back-stopped by a guarantee that is contingent in natureletter of credit reasonably satisfactory to the applicable L/C Issuer), (ii) at the time the property subject to such Lien that is transferred sold or to be transferred sold as part of or in connection with any transfer sale permitted hereunder or under any other Loan Document to any a Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantorsis not a Loan Party, (iii) subject to Section 10.01that constitutes “Excluded Assets” (as such term is defined in the Security Agreement), (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lendersin accordance with Section 10.01, (ivv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (cb) below or (dvi) belowupon the terms of the Collateral Documents or the Intercreditor Agreement (if in effect), Second Lien Intercreditor Agreement (if in effect), or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement any other intercreditor agreement entered into pursuant to a transaction not prohibited by this Agreement;hereto. (b) to release any Guarantor from its obligations under the Guaranty (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder, or becomes an Excluded Subsidiary or an Unrestricted Subsidiary or (ii) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Treasury Services Agreements and Secured Hedge Agreements, except as to amounts that are due and payable thereunder for which the Administrative Agent has received a written notice from the applicable Hedge Bank) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer); and (c) to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i7.01(6) and (obut solely in the case of Indebtedness incurred pursuant to clause (4) of Section 7.02(b); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically released. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.119.09. In each case as specified in this Section 9.11, the The Administrative Agent will promptly (and each Lender irrevocably authorizes or the Administrative Agent to)Collateral Agent, as applicable, will, at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party Parent such documents as such Loan Party Parent may reasonably request to evidence the release or subordination of such any item of Collateral from the assignment and security interest granted under the Collateral DocumentsDocuments or to subordinate its interest in such item, or to evidence the release of such Guarantor any Loan Party from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.119.09. Notwithstanding the foregoing, if, in compliance with the terms and provisions of Section 7.04 hereof, any portion of the Collateral is sold or otherwise transferred to a Person or Persons, none of which is a Loan Party, then (i) such portion of the Collateral shall, upon the consummation of such sale or transfer, be automatically released from the Lien of the Collateral Agent pursuant to any Collateral Document and (ii) if the aggregate fair market value of the portion of the Collateral so sold or otherwise transferred exceeds $5 million, Parent will promptly deliver to the Administrative Agent a notice of the consummation of such sale or other transfer, certifying that such sale was made in compliance with Section 7.04 hereof. The Lenders hereby authorize the Administrative Agent and Collateral Agent, as applicable, to enter into any Intercreditor Agreement, any Second Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement and the Lenders acknowledge that any such intercreditor agreement shall be binding upon the Lenders. The Administrative Agent and Collateral Agent, as applicable, agree, upon the request of Parent and at the Borrowers’ expense, to negotiate in good faith and enter into any Intercreditor Agreement, any Second Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit and any (other obligation (including than Letters of Credit in which the Outstanding Amount of the L/C Obligations related thereto have been Cash Collateralized or, if satisfactory to the L/C Issuer in its sole discretion, for which a guarantee that backstop letter of credit is contingent in natureplace), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantorsa Loan Party, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if (i) in the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder or (ii) in the case of Holdings, as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Bridge Facility Debt or any Junior Financing; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer)) and the Borrower notifies the Administrative Agent in writing that it wishes such Guarantor to be released from its obligations under the Guaranty, (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically released; provided that no such release shall occur if such Subsidiary continues to be a guarantor in respect of the Bridge Facility Debt or any Junior Financing. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.119.12. In each case as specified in this Section 9.119.12, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.119.12.

Collateral and Guaranty Matters. The Lenders Each Lender (including in its capacities capacity as a potential Cash Management Bank counterparty to a Secured Hedge Agreement or Treasury Services Agreement) and a potential Hedge Bank) each other Secured Party by its acceptance of the Collateral Documents irrevocably agreeagrees: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations Treasury Services Agreements not yet due and payable and (zy) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination or cash collateralization of all Letters of Credit and any other obligation (including a guarantee that is contingent in natureor if such Letters of Credit have been backstopped by letters of credit reasonably satisfactory to the applicable L/C Issuers or deemed reissued under another agreement reasonably satisfactory to the applicable L/C Issuers), (ii) at the time the property subject to such Lien is transferred Disposed or to be transferred Disposed as part of or in connection with any transfer Disposition permitted hereunder or under any other Loan Document to any Person other than a Person required to xxxxx x Xxxx to the Borrower Administrative Agent or any of its Restricted Subsidiaries that are Guarantorsthe Collateral Agent under the Loan Documents, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) to the extent such asset constitutes an Excluded Asset or (v) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to that upon the request of the Borrower, the Administrative Agent and the Collateral Agent may release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(iSections 7.01(u) and or (ow) (in the case of clause (w), to the extent required by the terms of the obligations secured by such Liens) pursuant to documents reasonably acceptable to the Administrative Agent; (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; andprovided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes or any Junior Financing with a principal amount in excess of the Threshold Amount; (d) if at the sole option of the Borrower, Holdings or any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary existing entity constituting “Holdings” shall be automatically released from its obligations under the Guaranty if such entity ceases to be the direct parent of the Borrower as a result of a transaction or designation permitted pursuant to the definition thereof and (ii) any Liens granted otherwise permitted hereunder, subject to the assumption of all obligations of “Holdings” under the Loan Documents by such other Domestic Subsidiary or Liens on that directly owns 100% of the issued and outstanding Equity Interests in the Borrower pursuant to the definition thereof and satisfaction of the Collateral and Guarantee Requirements by such Domestic Subsidiary; provided that 100% of the Equity Interests of such Subsidiary the Borrower shall be automatically releasedpledged to the Administrative Agent to secure the Obligations; and (e) the Collateral Agent may, without any further consent of any Lender, enter into (i) a First Lien Intercreditor Agreement with the collateral agent or other representatives of holders of Permitted Ratio Debt that is intended to be secured on a pari passu basis with the Liens securing the Obligations and/or (ii) a Junior Lien Intercreditor Agreement with the collateral agent or other representatives of the holders of Indebtedness permitted under Section 7.03 that is intended to be secured on a junior Lien basis to the Liens securing the Obligations, in each case, where such Indebtedness is secured by Liens permitted under Section 7.01. The Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted. Any First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement entered into by the Collateral Agent in accordance with the terms of this Agreement shall be binding on the Secured Parties. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent or the Collateral Agent will promptly upon the request of the Borrower (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.119.11 (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate of a Responsible Officer of the Borrower to that effect provided to it by any Loan Party upon its reasonable request without further inquiry). Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent. For the avoidance of doubt, no release of Collateral or Guarantors effected in the manner permitted by this Section 9.11 shall require the consent of any holder of obligations under Secured Hedge Agreements or any Treasury Services Agreements.

Collateral and Guaranty Matters. The Lenders Each Agent and Lender (including in its capacities capacity as a potential Cash Management Bank counterparty to a Secured Hedge Agreement or Treasury Services Agreement) and a potential Hedge Bank) each other Secured Party by its acceptance of the Collateral Documents irrevocably agreeagrees: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, Treasury Services Agreements and (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination or cash collateralization of all Letters of Credit and any other obligation (including a guarantee that is contingent in natureor if such Letters of Credit have been backstopped by letters of credit reasonably satisfactory to the applicable L/C Issuers or deemed reissued under another agreement reasonably satisfactory to the applicable L/C Issuers), (ii) at the time the property subject to such Lien is transferred disposed or to be transferred disposed as part of or in connection with any transfer disposition permitted hereunder or under any other Loan Document to any Person other than a Person required to xxxxx x Xxxx to the Borrower Administrative Agent or any of its Restricted Subsidiaries that are Guarantorsthe Collateral Agent under the Loan Documents, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) to the extent such asset constitutes an Excluded Asset or (v) if the property subject to such Lien is owned by a Subsidiary Borrower or Subsidiary Guarantor, upon release of such Subsidiary Borrower or Subsidiary Guarantor from its obligations under its Guaranty the Loan Documents pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to that upon the request of the Parent Borrower, the Administrative Agent and the Collateral Agent may release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(iSections 7.01(u) and or (ow) (in the case of clause (w), to the extent required by the terms of the obligations secured by such Liens) pursuant to documents reasonably acceptable to the Administrative Agent; (c) that (i) any Subsidiary Borrower shall be automatically released from its obligations under the Loan Documents in accordance with, and at the times set forth in, Sections 2.18(c) or (d) and (ii) any Subsidiary Guarantor shall be automatically released from its obligations under the Loan Documents in accordance with, and at the times set forth in, Section 11.10; (d) at the sole option of the Parent Borrower, Holdings or any existing entity constituting “Holdings” shall be released from its obligations under the Guaranty if such Person entity ceases to be a Restricted Subsidiary the direct parent of the Parent Borrower as a result of a transaction or designation permitted pursuant to the definition thereof and otherwise permitted hereunder; and (d) if any Subsidiary Guarantor shall cease , subject to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its the assumption of all obligations of “Holdings” under the Guaranty and (ii) any Liens granted Loan Documents by such other Subsidiary or Liens on of Holdings that directly owns 100% of the issued and outstanding Equity Interests in the Parent Borrower pursuant to the definition thereof and satisfaction of the Collateral and Guarantee Requirement by such Subsidiary; provided that 100% of the Equity Interests of such Subsidiary the Parent Borrower shall be automatically releasedpledged to the Collateral Agent to secure the Obligations; (e) the Collateral Agent and the Administrative Agent may, without any further consent of any Lender, and are hereby authorized to, enter into (i) a First Lien Intercreditor Agreement with the collateral agent or other representatives of holders of Indebtedness permitted under Section 7.03 that is intended to be secured on a pari passu basis (but without regard to the control of remedies) with the Liens securing the First Lien Obligations under this Agreement and/or (ii) a Junior Lien Intercreditor Agreement with the collateral agent or other representatives of the holders of Indebtedness permitted under Section 7.03 that is intended to be secured on a junior basis to the Liens securing the First Lien Obligations under this Agreement, in each case, where such Indebtedness is secured by Liens permitted under Section 7.01. The Collateral Agent and the Administrative Agent may rely exclusively on a certificate of a Responsible Officer of the Parent Borrower as to whether any such other Liens are permitted. Any First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement entered into by the Collateral Agent or the Administrative Agent in accordance with the terms of this Agreement shall be binding on the Secured Parties. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Borrower or Subsidiary Guarantor from its obligations under the Guaranty Loan Documents pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent or the Collateral Agent will promptly upon the request of the Parent Borrower (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Parent Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party the Parent Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Subsidiary Borrower or Subsidiary Guarantor from its obligations under the GuarantyLoan Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.119.11 (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate of a Responsible Officer of the Parent Borrower to that effect provided to it by any Loan Party upon its reasonable request without further inquiry). Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent. For the avoidance of doubt, no release of Collateral, Subsidiary Borrowers or Subsidiary Guarantors effected in the manner permitted by this Section 9.11 shall require the consent of any holder of obligations under Secured Hedge Agreement or any Treasury Services Agreements.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than any other Loan Party, unless a primary purpose of such transaction (as determined by the Borrower or any of in good faith) was to release such Subsidiary Loan Party from its Restricted Subsidiaries that are Guarantorsobligations under the Loan Documents, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, below or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this AgreementExcluded Property; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section Sections 7.01(i) and (o);; and (c) that if any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary Subsidiary, or becomes an Excluded Subsidiary, in each case as a result of a transaction or designation permitted hereunder; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary hereunder (as certified in writing delivered to the Administrative Agent by a Responsible OfficerOfficer of the Borrower), (ix) such Subsidiary shall be automatically released from its obligations under the Guaranty and (iiy) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary (to the extent such Equity Interests have become Excluded Property or are being transferred to a Person that is not a Loan Party) shall be automatically released; provided that in the case of any such release relating to a transaction or designation made on the basis of clause (iv) of “Excluded Equity” or clause (g) of “Excluded Subsidiary”, such release shall not be permitted if a primary purpose of such transaction or designation (as determined by the Borrower in good faith) was to release such Subsidiary Guarantor from its obligations under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11. Prior to releasing or subordinating its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11, the Administrative Agent and/or the Collateral Agent shall be entitled to receive a certificate of a Responsible Officer of the Borrower stating that such actions are permitted under this Agreement. Neither the Administrative Agent nor the Collateral Agent shall be liable for any such release undertaken in reliance upon any such certificate of a Responsible Officer of the Borrower. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agreeagree that: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature)Credit, (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower Company or any of its Restricted Domestic Subsidiaries that are GuarantorsRestricted Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Existing Notes, the New Notes or any Junior Financing; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer)on the AS Separation Date and upon the consummation of the AS Separation Transactions and the satisfaction of the AS Separation Conditions, (i) such Subsidiary any Lien on any property of AS Spinco or any of the AS Subsidiaries granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released and (ii) AS Spinco and each of the AS Subsidiaries shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedGuaranty. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the BorrowerCompany’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacities capacity as a potential Cash Management Bank and a potential Hedge Bank) and each L/C Issuer irrevocably agreeauthorize the Collateral Agent: (a) that to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (zA) contingent indemnification obligations not yet accrued and payable)(B) obligations and liabilities under Treasury Services Agreements and Secured Hedge Agreements, except as to amounts that are due and payable thereunder for which the Administrative Agent has received a written notice from the applicable Hedge Bank) and the expiration or termination of all Letters of Credit and any (other obligation (including than Letters of Credit that have been Cash Collateralized or back-stopped by a guarantee that is contingent in natureletter of credit reasonably satisfactory to the applicable L/C Issuer), (ii) at the time the property subject to such Lien that is transferred sold or to be transferred sold as part of or in connection with any transfer sale permitted hereunder or under any other Loan Document to any a Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantorsis not a Loan Party, (iii) subject to Section 10.01that constitutes “Excluded Assets” (as such term is defined in the Security Agreement), (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lendersin accordance with Section 10.01, (ivv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (db) below, or (vvi) if upon the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph terms of the definition of Collateral and Guarantee Requirement Documents or the Intercreditor Agreement (if in effect), Second Lien Intercreditor Agreement (if in effect), or any other intercreditor agreement entered into pursuant to a transaction not prohibited by this Agreement;hereto. (b) a Subsidiary as a result of a transaction permitted hereunder, or becomes an Excluded Subsidiary or an Unrestricted Subsidiary or (ii) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Treasury Services Agreements and Secured Hedge Agreements, except as to release amounts that are due and payable thereunder for which the Administrative Agent has received a written notice from the applicable Hedge Bank) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer); and (c) to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i7.01(6) and (obut solely in the case of Indebtedness incurred pursuant to clause (4) of Section 7.02(b); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically released. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.119.09. In each case as specified in this Section 9.11, the The Administrative Agent will promptly (and each Lender irrevocably authorizes or the Administrative Agent to)Collateral Agent, as applicable, will, at the Borrower’s expense, execute and deliver to the applicable Loan Party Borrower such documents as such Loan Party the Borrower may reasonably request to evidence the release or subordination of such any item of Collateral from the assignment and security interest granted under the Collateral DocumentsDocuments or to subordinate its interest in such item, or to evidence the release of such Guarantor any Loan Party from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.119.09. Notwithstanding the foregoing, if, in compliance with the terms and provisions of Section 7.04 hereof, any portion of the Collateral is sold or otherwise transferred to a Person or Persons, none of which is a Loan Party, then (i) such portion of the Collateral shall, upon the consummation of such sale or transfer, be automatically released from the Lien of the Collateral Agent pursuant to any Collateral Document and (ii) if the aggregate fair market value of the portion of the Collateral so sold or otherwise transferred exceeds $5 million, the Borrower will promptly deliver to the Administrative Agent a notice of the consummation of such sale or other transfer, certifying that such sale was made in compliance with Section 7.04 hereof. The Lenders hereby authorize the Administrative Agent and Collateral Agent, as applicable, to enter into any Intercreditor Agreement, any Second Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement and the Lenders acknowledge that any such intercreditor agreement shall be binding upon the Lenders. The Administrative Agent and Collateral Agent, as applicable, agree, upon the request of the Borrower and at the Borrower’s expense, to negotiate in good faith and enter into any Intercreditor Agreement, any Second Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit (or upon cash collateralization of all Letters of Credit in a manner and any other obligation (including pursuant to arrangements reasonably satisfactory to the Administrative Agent or receipt of backstop letters of credit, in form and substance and from a guarantee that is contingent in naturefinancial institution, reasonably satisfactory to the Administrative Agent), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower or any of its Restricted Subsidiaries that are Guarantorsother Guarantor (whether as a Disposition or Investment), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o);; and (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunderhereunder (including as a result of a Guarantor being redesignated as an Unrestricted Subsidiary); and provided that no such release shall occur if such Guarantor continues (dafter giving effect to the consummation of such transaction or designation) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified guarantor in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under respect of the Guaranty and (ii) Senior Notes or any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedother Junior Financing. Upon request by the Administrative Agent at any time, the Required Lenders (or such greater number of Lenders as may be required pursuant to Section 10.01) will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. 9.11 In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including irrevocably authorize the Collateral Agent, at its option and in its capacities as a potential Cash Management Bank discretion, and a potential Hedge Bank) irrevocably agreethe Collateral Agent agrees with the Borrower that the Collateral Agent shall: (a) that release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon the termination of all Commitments, the Aggregate Commitments Cash Collateralization of all reimbursement obligations with respect to Letters of Credit in an amount equal to 103% of the aggregate LC Outstandings of all Lenders, and the payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit obligations and any other obligation (including a guarantee that is contingent in natureliabilities under Designated Hedge Agreements, Bank Product Obligations and such Cash Collateralized reimbursement obligations), (ii) at the time the property subject to such Lien that is sold, transferred or otherwise disposed or to be sold, transferred or otherwise disposed to any Person that is not a Credit Party as part of or in connection with any transfer sale permitted hereunder or under any other Loan Document to any Person other than the Borrower Document, or any of its Restricted Subsidiaries that are Guarantors, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement;accordance with Section 11.12; and (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o); (c) that any Subsidiary Guarantor shall be automatically released Credit Party from its obligations under the Guaranty applicable Collateral Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) if any Subsidiary . Notwithstanding anything herein to the contrary, the Liens and Guaranty of a Guarantor shall cease not be released due to a Subsidiary ceasing to be a Material wholly-owned Subsidiary of the Borrower as a result of (as certified in writing by A) a Responsible Officer), transfer of its equity interests to any Affiliate of the Borrower for a non-bona fide business purpose for less than fair market value or (iB) a non-bona fide transaction the primary purpose of which was to cause such entity to become a non-wholly-owned Subsidiary shall be automatically released from its obligations under of the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedBorrower. Upon request by the Administrative Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor Credit Party from its obligations under the Guaranty applicable Collateral Documents pursuant to this Section 9.11Section. In each case as specified in this Section 9.11Section, the Administrative Collateral Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to)is authorized, at the Borrower’s expense, to execute and deliver deliver, without recourse or warranty, to the applicable Loan Credit Party such documents as such Loan Credit Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest Liens granted under the applicable Collateral Documents, or to evidence the release of such Guarantor Credit Party from its obligations under the Guarantyapplicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.11Section.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agreeagree that: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature)Credit, (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower Company or any of its Restricted Domestic Subsidiaries that are GuarantorsRestricted Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o);; and (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) provided that no such release shall occur if any Subsidiary such Guarantor shall cease continues to be a Material Subsidiary (as certified guarantor in writing by a Responsible Officer)respect of the Existing Notes, (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) New Notes or any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedJunior Financing. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the BorrowerCompany’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacities capacity as a potential Cash Management Bank and a potential Hedge Bank) and each L/C Issuer irrevocably agreeauthorize the Collateral Agent: (a) that to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (zA) contingent indemnification obligations not yet accrued and payable)(B) obligations and liabilities under Treasury Services Agreements and Secured Hedge Agreements, except as to amounts that are due and payable thereunder for which the Administrative Agent has received a written notice from the applicable Hedge Bank) and the expiration or termination of all Letters of Credit and any (other obligation (including than Letters of Credit that have been Cash Collateralized or back-stopped by a guarantee that is contingent in natureletter of credit reasonably satisfactory to the applicable L/C Issuer), (ii) at the time the property subject to such Lien that is transferred sold or to be transferred sold as part of or in connection with any transfer sale permitted hereunder or under any other Loan Document to any a Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantorsis not a Loan Party, (iii) subject to Section 10.01that constitutes “Excluded Assets” (as such term is defined in the Security Agreement), (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lendersin accordance with Section 10.01, (ivv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (db) below, or (vvi) if upon the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph terms of the definition of Collateral and Guarantee Requirement Documents or the Intercreditor Agreement (if in effect), Second Lien Intercreditor Agreement (if in effect), or any other intercreditor agreement entered into pursuant to a transaction not prohibited by this Agreement;hereto. (b) to release any Guarantor from its obligations under the Guaranty (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder, or becomes an Excluded Subsidiary or an Unrestricted Subsidiary or (ii) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Treasury Services Agreements and Secured Hedge Agreements, except as to amounts that are due and payable thereunder for which the Administrative Agent has received a written notice from the applicable Hedge Bank) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer); and (c) to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i7.01(6) and (obut solely in the case of Indebtedness incurred pursuant to clause (4) of Section 7.02(b); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically released. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.119.09. In each case as specified in this Section 9.11, the The Administrative Agent will promptly (and each Lender irrevocably authorizes or the Administrative Agent to)Collateral Agent, as applicable, will, at the Borrower’s expense, execute and deliver to the applicable Loan Party Borrower such documents as such Loan Party the Borrower may reasonably request to evidence the release or subordination of such any item of Collateral from the assignment and security interest granted under the Collateral DocumentsDocuments or to subordinate its interest in such item, or to evidence the release of such Guarantor any Loan Party from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.119.09. Notwithstanding the foregoing, if, in compliance with the terms and provisions of Section 7.04 hereof, any portion of the Collateral is sold or otherwise transferred to a Person or Persons, none of which is a Loan Party, then (i) such portion of the Collateral shall, upon the consummation of such sale or transfer, be automatically released from the Lien of the Collateral Agent pursuant to any Collateral Document and (ii) if the aggregate fair market value of the portion of the Collateral so sold or otherwise transferred exceeds $5 million, the Borrower will promptly deliver to the Administrative Agent a notice of the consummation of such sale or other transfer, certifying that such sale was made in compliance with Section 7.04 hereof. The Lenders hereby authorize the Administrative Agent and Collateral Agent, as applicable, to enter into any Intercreditor Agreement, any Second Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement and the Lenders acknowledge that any such intercreditor agreement shall be binding upon the Lenders. The Administrative Agent and Collateral Agent, as applicable, agree, upon the request of the Borrower and at the Borrower’s expense, to negotiate in good faith and enter into any Intercreditor Agreement, any Second Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agreeagree that: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued obligations) and payable), the expiration or termination of all Letters of Credit and any (or cash collateral or other obligation (including a guarantee that is contingent credit support satisfactory to the L/C Issuer thereof in natureits sole discretion has been provided), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Domestic Subsidiaries that are GuarantorsRestricted Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required LendersLenders (or such greater number of Lenders as may be required pursuant to Section 10.01), (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, below or (v) if upon the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph terms of the definition of Collateral and Guarantee Requirement Documents or the Additional Senior Secured Notes Intercreditor Agreement or any other intercreditor agreement entered into pursuant to a transaction not prohibited by this Agreementthereto; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty (and if such Guarantor is also a Subsidiary Borrower, from its obligations as a Subsidiary Borrower hereunder) if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the New Notes or any Junior Financing; and (d) that the Administrative Agent is authorized to enter into the following in connection with the Additional Senior Secured Notes and, if applicable, any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), Extended Term Loan or Extended Revolving Credit Commitment: (i) such Subsidiary shall be automatically released from its obligations under amendments to the Guaranty and Collateral Documents that the Administrative Agent deems reasonable; (ii) any Liens granted Pari Passu Intercreditor Agreement; (iii) any Junior Priority Intercreditor Agreement; and (iv) any other intercreditor agreement it deems reasonable, provided that any such intercreditor agreement contemplated by such Subsidiary or Liens on the Equity Interests of such Subsidiary this clause (iv) shall be automatically releasedposted to the Lenders three Business Days before execution thereof and, if the Required Lenders shall not have objected to such intercreditor agreement, then the Required Lenders shall be deemed to agree that the Administrative Agent entry into such intercreditor agreement is reasonable and to have consented to such intercreditor agreement and the Administrative Agent’s execution thereof. Upon request by the Administrative Agent at any time, the Required Lenders (or such greater number of Lenders as may be required pursuant to Section 10.01) will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Secured Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or backstopped or as to which other arrangements reasonably satisfactory to the Administrative Agent and any other obligation (including a guarantee that is contingent in naturethe applicable L/C Issuer have been made), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder (including any Asset Disposition permitted hereunder) or under any other Loan Document to any Person other than any other Loan Party (provided that in the event of a transfer of assets from a Loan Party to another Loan Party organized in a different jurisdiction, the Collateral Agent shall, upon request of the Borrower or any of its Restricted Subsidiaries that are Guarantorsother Loan Party, release such Lien if such transferee Loan Party takes all actions reasonably necessary to xxxxx x Xxxx in such transferred assets to the Collateral Agent (to the extent required by the Collateral and Guarantee Requirement)) or in connection with the Staggered Emergence, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (cb) or (dc) below, or (v) if the property subject to such Lien becomes subject Excluded Property or (vi) solely with respect to any Lien granted pursuant to the exclusions set forth in DIP Collateral Documents, upon the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this AgreementConversion Date; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted a Permitted Lien under clauses (i) or (l) (in the case of clause (l), upon the reasonable request of the Borrower, to the extent required by Section 7.01(ithe terms of the agreements governing such Permitted Lien) and (o);of the definition thereof. (c) that any to release a Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty Guarantee Agreement, if such Person Subsidiary Guarantor ceases to be a Restricted Subsidiary, or becomes an Excluded Subsidiary or is a Designated Entity, in each case as a result of a transaction permitted hereunder or designation permitted hereunder; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary hereunder (as certified in writing delivered to the Administrative Agent by a Responsible Officer), Officer of the Borrower) or as a result of the Staggered Emergence (i) such provided that the release of any Subsidiary shall be automatically released Guarantor from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests Loan Documents solely as a result of such Subsidiary Guarantor becoming an Excluded Subsidiary of the type described in clause (b) of the definition thereof shall only be automatically releasedpermitted if such Subsidiary Guarantor becomes such an Excluded Subsidiary pursuant to a transaction with a third party that is not otherwise an Affiliate of the Borrower and such transaction was not for the primary purpose of releasing the Guarantee of such Subsidiary Guarantor). Upon Notwithstanding anything contained herein to the contrary, upon request by the Administrative Agent at any time, the Required Lenders will shall confirm in writing the Administrative Agent’s irrevocable authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11; provided that the absence of such confirmation shall not affect in any way the validity of the automatic releases of security interest or Guaranty contemplated by this Agreement or the Administrative Agent’s obligations to comply with the provisions of the immediately following sentence. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request (i) to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsDocuments (including the filing of termination statements or the return of pledged collateral), or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11; provided, that prior to any such request, the Borrower shall have in each case delivered to the Administrative Agent written request therefor and, to the extent reasonably requested by the Administrative Agent, a certificate of the Borrower to the effect that the release of such Guarantor or Collateral, as applicable, is in compliance with the Loan Documents. Each of the Lenders irrevocably authorizes the Administrative Agent to rely on any such certificate without independent investigation and release its interests in any Collateral or release any Guarantor from its obligations under the Loan Documents pursuant to this Section 9.11 (including, in each case of the foregoing, by filing applicable termination statements and/or returning pledged Collateral); it being acknowledged and agreed by each Secured Party that the Administrative Agent, in its capacity as such, shall have no liability with respect to relying on such certificate and taking actions to evidence such release.

Collateral and Guaranty Matters. The Each of the Lenders (including in its their capacities as a potential or actual Hedge Banks and potential or actual Cash Management Bank Banks) and a potential Hedge Bank) each L/C Issuer irrevocably agree:authorizes the Collateral Agent, at its option and in its discretion, (a) that to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (zA) contingent indemnification obligations not yet accrued and payable), payable and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and any other obligation (including a guarantee that is contingent in naturethe applicable L/C Issuer shall have been made), (ii) at the time the property subject to such Lien that is transferred or to be transferred sold as part of or in connection with any transfer sale permitted hereunder or under any other Loan Document to any Person other than the Borrower Document, or any of its Restricted Subsidiaries that are Guarantors, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, Lenders (iv) if the property subject to or such Lien is owned by a Guarantor, upon release other number or group of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth Lenders as may be expressly required hereby in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreementany instance); (b) to subordinate or release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (oor, in the case of subordination only, 7.01(p);; and (c) that to release any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (dprovided that no such release shall occur if such Guarantor is an obligor or a guarantor in respect of the Second Lien Obligations, Permitted Other Indebtedness, Permitted Other Second Lien Indebtedness, Permitted Acquisition Indebtedness, Specified Refinancing Debt, Specified Second Lien Refinancing Debt or any Permitted Refinancing; provided, further, that any release of guarantee obligations as a result of the circumstances set forth in Section 9.11(a)(i) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its deemed subject to the provision that such guarantee obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedreinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. Upon request by the Administrative Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Collateral Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacities capacity as a potential Cash Management Bank and a potential Hedge Bank) and each L/C Issuer irrevocably agreeauthorize the Collateral Agent: (a) that to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (zA) contingent indemnification obligations not yet accrued and payable)(B) obligations and liabilities under Treasury Services Agreements and Secured Hedge Agreements, except as to amounts that are due and payable thereunder for which the Administrative Agent has received a written notice from the applicable Hedge Bank) and the expiration or termination of all Letters of Credit and any (other obligation (including than Letters of Credit that have been Cash Collateralized or back-stopped by a guarantee that is contingent in natureletter of credit reasonably satisfactory to the applicable L/C Issuer), (ii) at the time the property subject to such Lien that is transferred sold or to be transferred sold as part of or in connection with any transfer sale permitted hereunder or under any other Loan Document to any a Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantorsis not a Loan Party, (iii) subject to Section 10.01that constitutes “Excluded Assets” (as such term is defined in the Security Agreement), (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lendersin accordance with Section 10.01, (ivv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (cb) below or (dvi) belowupon the terms of the Collateral Documents or the Intercreditor Agreement (if in effect), Second Lien Intercreditor Agreement (if in effect), or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement any other intercreditor agreement entered into pursuant to a transaction not prohibited by this Agreementhereto; (b) to release any Guarantor from its obligations under the Guaranty (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder, or becomes an Excluded Subsidiary or an Unrestricted Subsidiary or (ii) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Treasury Services Agreements and Secured Hedge Agreements, except as to amounts that are due and payable thereunder for which the Administrative Agent has received a written notice from the applicable Hedge Bank) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer); and (c) to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i7.01(6) and (obut solely in the case of Indebtedness incurred pursuant to clause (4) of Section 7.02(b); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically released. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.119.09. In each case as specified in this Section 9.11, the The Administrative Agent will promptly (and each Lender irrevocably authorizes or the Administrative Agent to)Collateral Agent, as applicable, will, at the Borrower’s expense, execute and deliver to the applicable Loan Party Borrower such documents as such Loan Party the Borrower may reasonably request to evidence the release or subordination of such any item of Collateral from the assignment and security interest granted under the Collateral DocumentsDocuments or to subordinate its interest in such item, or to evidence the release of such Guarantor any Loan Party from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.119.09. Notwithstanding the foregoing, if, in compliance with the terms and provisions of Section 7.04 hereof, any portion of the Collateral is sold or otherwise transferred to a Person or Persons, none of which is a Loan Party, then (i) such portion of the Collateral shall, upon the consummation of such sale or transfer, be automatically released from the Lien of the Collateral Agent pursuant to any Collateral Document and (ii) if the aggregate fair market value of the portion of the Collateral so sold or otherwise transferred exceeds $25 million, the Borrower will promptly deliver to the Collateral Agent a notice of the consummation of such sale or other transfer, certifying that such sale was made in compliance with Section 7.04 hereof. The Lenders hereby authorize the Administrative Agent and Collateral Agent, as applicable, to enter into any Intercreditor Agreement, any Second Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement and the Lenders acknowledge that any such intercreditor agreement shall be binding upon the Lenders. The Administrative Agent and Collateral Agent, as applicable, agree, upon the request of the Borrower and at the Borrower’s expense, to negotiate in good faith and enter into any Intercreditor Agreement, any Second Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement.

Collateral and Guaranty Matters. (a) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents for the benefit of the Lenders and the other Secured Parties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action permitted under the Collateral Documents with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Collateral Documents. (b) The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (ai) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (iA) upon termination of the Aggregate Commitments and Commitments, the payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) and the cash collateralization (by pledge of, and deposit with or delivery to the applicable L/C Issuer of, Cash Collateral in an amount equal to 105% of the Outstanding Balance of such Letter of Credit pursuant to documentation in form and substance reasonably satisfactory to such L/C Issuer), the expiration or termination of, or the implementation of other arrangements satisfactory to the applicable L/C Issuer in its sole discretion in respect of, all Letters of Credit and any other obligation (including a guarantee that is contingent in naturecollectively, the “Release Conditions”), (iiB) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or and under any each other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are GuarantorsSubsidiary, (iiiC) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (ivD) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (diii) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (bii) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Permitted Lien on such property that is permitted by Section 7.01(i) and (o); (ciii) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty and the Liens granted by such Person under the Collateral Documents shall be automatically released (A) upon satisfaction of the Release Conditions or (B) if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunderhereunder (including as a result of a Guarantor being redesignated as an Unrestricted Subsidiary); provided, that no release described in the foregoing clause (B) shall occur if (after giving effect to such release) such Guarantor will provide a Guarantee of any Indebtedness of the Borrower or any Restricted Subsidiary; and (div) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under release the Guaranty and (ii) any Liens granted to or held by such Subsidiary or Liens on the Equity Interests Administrative Agent pursuant to the Shareholder Pledge Agreement upon the occurrence of such Subsidiary shall be automatically releaseda Qualified IPO by the Borrower. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Guaranty, pursuant to this Section 9.119.11(b). In each case as specified in this Section 9.119.11(b), the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.119.11(b). (c) The Administrative Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Obligations in respect of any Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations and other contingent obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit and any (other obligation (including a guarantee than Letters of Credit that is contingent in naturehave been Cash Collateralized or back-stopped to the reasonable satisfaction of the applicable L/C Issuer), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantorsother Loan Party, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, below or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this AgreementExcluded Property; (b) the Administrative Agent is authorized to release (other than in the case of property subject to a Lien that is permitted by Section 7.01(o)) or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section Sections 7.01(i) and (o);; and (c) that if any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary Subsidiary, or becomes an Excluded Subsidiary, in each case as a result of a transaction or designation permitted hereunder; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary hereunder (as certified in writing delivered to the Administrative Agent by a Responsible OfficerOfficer of the Borrower), (ix) such Subsidiary shall be automatically released from its obligations under the Guaranty and (iiy) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary (to the extent such Equity Interests have become Excluded Property or are being transferred to a Person that is not a Loan Party) shall be automatically released. ; Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11. Prior to releasing or subordinating its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11, the Administrative Agent and/or the Collateral Agent shall be entitled to receive a certificate of a Responsible Officer of the Borrower stating that such actions are permitted under this Agreement. Neither the Administrative Agent nor the Collateral Agent shall be liable for any such release undertaken in reliance upon any such certificate of a Responsible Officer of the Borrower. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that The Lenders and the Issuing Banks irrevocably authorize the Administrative Agent, at its option and in its discretion to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released Document, in each case, as certified to the Administrative Agent by the Administrative Borrower in a certificate of an Authorized Signatory of the Administrative Borrower: (i) upon the termination of all Revolving Loan Commitments, the Aggregate Commitments cash collateralization of all reimbursement obligations with respect to Letters of Credit in an amount equal to 105% of the aggregate Letter of Credit Obligations of all Lenders, and the payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payablesuch cash collateralized reimbursement obligations), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), ; (ii) at the time the property subject to such Lien that is transferred sold or to be transferred sold as part of or in connection with any sale, transfer or other disposition permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are GuarantorsDocument, including, without limitation, sales, transfers, and dispositions permitted by Section 8.7; (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, in accordance with Section 11.12; (iv) with respect to Eligible Trademarks, at the option of the Borrowers, against all or any portion of such Eligible Trademarks designated by the Borrowers so long as (1) no Default or Event of Default has occurred and is continuing, (2) after excluding such Eligible Trademarks from the Borrowing Base as reflected on the most recently delivered Borrowing Base Certificate, an Overadvance does not occur and (3) if such release is in connection with the property issuance or incurrence of Funded Debt secured by such Eligible Trademarks that is permitted pursuant to Section 8.1(c) of this Agreement, the Administrative Agent shall receive a Use Agreement, by and among the Administrative Agent, the applicable Borrower Parties and the Person or Persons (or agent for such Person or Persons) providing such Funded Debt. In addition, if any Eligible Trademark is sold to any Person that is not a Borrower Party, unless Excess Availability, calculated after excluding such Eligible Trademarks from the Borrowing Base as reflected on the most recently delivered Borrowing Base Certificate and after giving effect to any resulting prepayment pursuant to Section 2.6(c) of this Agreement, is greater than twenty percent (20%) of the amount of Availability at the time of such sale, the Borrowers shall be required to provide a Licensor Consent Agreement by and among the Administrative Agent, the applicable Borrower Party and the Person purchasing such Eligible Trademarks; provided, that the Administrative Agent may impose applicable reserves with respect to any Inventory that is subject to such Lien a Licensor Consent Agreement with respect to any applicable royalty fees and other costs related to a liquidation of applicable Inventory. For the avoidance of doubt, any Inventory related to any Eligible Trademark that is owned by sold to a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant third party and is not subject to clause a Licensor Consent Agreement shall be deemed ineligible; (cv) that (i) constitutes Excluded Property (as defined in the Security Agreement) or (dii) below, is or becomes excluded from the definition of Collateral (vas defined in the Security Agreement) if the property subject pursuant to such Lien becomes subject to the exclusions set forth in the last paragraph of Section 2 of the definition of Collateral Security Agreement; and (vi) that constitutes a Life Insurance Policy so long as the Borrower Parties are in compliance with Section 8.18(d) upon at least thirty (30) days (or such shorter period as the Administrative Agent shall permit in writing in its sole discretion) written notice from the Administrative Borrower that any life insurance policy shall not constitute a “Life Insurance Policy” hereunder or under any other Loan Document and Guarantee Requirement pursuant to a transaction not prohibited in connection therewith, the Administrative Agent shall release or terminate any Life Insurance Assignment executed in connection with such Life Insurance Policy and take such further actions as reasonably requested by this Agreement;the Administrative Borrower, at the Borrower Parties’ sole cost and expense. (b) The Lenders and the Issuing Banks irrevocably authorize the Administrative Agent, at its option and in its discretion to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o); (c) that any Subsidiary Guarantor shall be automatically released Borrower Party from its obligations hereunder and under the Guaranty applicable Security Documents and other Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (, as certified to the Administrative Agent by the Administrative Borrower in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under certificate of an Authorized Signatory of the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedAdministrative Borrower. Upon request by the Administrative Agent at any time, the Required Majority Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor Borrower Party from its obligations hereunder and under the Guaranty applicable Security Documents and other Loan Documents pursuant to this Section 9.11Section. In each case as specified in this Section 9.11Section, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to)is authorized, at the Borrower’s Borrowers’ expense, to execute and deliver to the applicable Loan Borrower Party such documents as such Loan Borrower Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest Liens granted under the Collateral applicable Security Documents, or to evidence the release of such Guarantor Borrower Party from its obligations hereunder and under the Guarantyapplicable Security Documents and other Loan Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.11Section. (c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Borrower Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any member of the Lender Group for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. (a) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents for the benefit of the Lenders and the other Secured Parties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Collateral Documents. (b) The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (ai) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (iA) upon termination of the Aggregate Commitments and Commitments, the payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payablepayable (in the case of clauses (x) and (y), as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)) and the cash collateralization (by pledge of, and deposit with or delivery to the applicable L/C Issuer of, Cash Collateral in an amount equal to 105% of the Outstanding Amount of such Letter of Credit pursuant to documentation in form and substance reasonably satisfactory to such L/C Issuer), expiration or termination of, or the implementation of other arrangements satisfactory to the applicable L/C Issuer in its sole discretion in respect of, all Letters of Credit and any other obligation (including a guarantee that is contingent in naturecollectively, the “Release Conditions”), (iiB) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or and under any each other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantorsother Loan Party, (iiiC) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (ivD) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon release of such Subsidiary Guarantor from its obligations under its Guaranty pursuant to clause (c) or (diii) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (bii) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Permitted Lien on such property that is permitted by Section 7.01(i) and (o); (ciii) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty and the Liens granted by such Person under the Collateral Documents shall be automatically released (A) upon satisfaction of the Release Conditions or (B) if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunderhereunder (including as a result of a Subsidiary Guarantor being designated as an Unrestricted Subsidiary); provided that no release described in the foregoing clause (B) shall occur if (after giving effect to such release) such Subsidiary Guarantor is a guarantor of any Indebtedness of the Borrower or any Restricted Subsidiary; and (div) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under release the Guaranty and (ii) any Liens granted to or held by such Subsidiary or Liens on the Administrative Agent from the Holding Companies in the Equity Interests of such Subsidiary shall be automatically releasedthe Borrower pursuant to the Pledge Agreement upon the occurrence of a Qualified IPO by the Borrower. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 9.119.11(b). In each case as specified in this Section 9.119.11(b), the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Subsidiary Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.119.11(b). (c) The Administrative Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral and Guaranty Matters. The Lenders Each of the Secured Parties (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: authorizes and directs the Administrative Agent: (a) that to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of on the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature)Termination Date, (ii) at the time the property subject to such Lien that is transferred sold or to be transferred sold as part of or in 176 connection with any transfer sale permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantorsa Loan Party, (iii) subject to Section 10.0111.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon release of such Subsidiary Guarantor from its obligations under its Subsidiary Guaranty pursuant to clause (cSection 9.10(b) or (d) below, below or (v) if the property subject otherwise becomes an Excluded Asset or ceases to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; constitute Collateral; (b) to release any Subsidiary Guarantor from its obligations under any Loan Document to which it is a party if such Person (i) ceases to be a Restricted Subsidiary, (ii) ceases to be a Subsidiary, (iii) becomes an Excluded Subsidiary (other than any Excluded Subsidiary the Borrower elects to maintain as a Subsidiary Guarantor) or (iv) in the Borrower’s sole discretion, release at any time, any Excluded Subsidiary, that the Borrower, in its sole discretion, previously elected to cause to become a Subsidiary Guarantor, from its obligations under the Guaranty Agreement, in each case of clauses (i), (ii) and (iii), as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of any Senior Unsecured Notes or any Permitted Refinancing thereof, any Senior Secured Notes or any Permitted Refinancing thereof or any Junior Indebtedness with a principal amount in excess of the Threshold Amount unless and until such Subsidiary Guarantor is (or is being simultaneously) released from its guarantee with respect to such Indebtedness; provided, further, that (a) solely in the case of any election to maintain a Non-U.S. Discretionary Guarantor as a Subsidiary Guarantor, consent of the Administrative Agent shall be required prior to such election, such consent not to be unreasonably withheld, delayed or conditioned (it being understood that such consent may be withheld if the Administrative Agent reasonably determines that such Non-U.S. Discretionary Guarantor is organized under the laws of a jurisdiction (i) where the amount and enforceability of the contemplated guarantee that may be entered into by a Person organized in the relevant jurisdiction is materially and adversely limited by applicable law or contractual limitations, (ii) where the security interests (and the enforceability thereof) that may be granted with respect to assets (or various classes of assets) located in the relevant jurisdiction are materially and adversely limited by applicable law or (iii) that is not a member of the Organization for Economic Cooperation and Development or is the target of any Sanctions; provided, that no such consent shall be required for the Borrower’s election to maintain an Excluded Subsidiary as a Subsidiary Guarantor if such Excluded Subsidiary was already a Guarantor and has not changed its jurisdiction of organization and/or is organized under the laws of the United States, Canada, the United Kingdom, the Netherlands and Luxembourg) and (b) unless previously provided with respect to such Non-U.S. Discretionary Guarantor, the Administrative Agent shall have received at least two Business Days prior to such election all documentation and other information in respect of such Excluded Subsidiary as has been reasonably requested by the Administrative Agent in writing that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (and, upon any request made by a Lender to the Administrative Agent, the Administrative Agent will provide the Lenders with all such information made available to it in accordance with, and subject to, the provisions of this Agreement); and (c) to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section Sections 7.01(f), 7.01(i), 7.01(m), 7.01(p), 7.01(s), 7.01(t), 7.01(v), 7.01(x) and (o); to the extent the relevant Lien is of the type to which the Lien of the Administrative Agent is otherwise required to be subordinated under this clause (c) pursuant to any of the other exceptions to Section 7.01 that are expressly included in this clause (c)), 7.01(y) (to the extent the relevant Lien secures Indebtedness permitted under Section 7.03(z)(i)) and/or 7.01(ff); provided, that the subordination of any Subsidiary Guarantor Lien on any property granted to or held by the Administrative Agent or the Collateral Agent shall only be automatically released from its obligations under required with respect to any Lien on such property that is permitted by Sections 7.01(f), 7.01(i), 7.01(m), 7.01(p), 7.01(s), 7.01(t), 7.01(v), 7.01(x), 7.01(y) and/or 7.01(ff) to the Guaranty if extent that the Lien of the Administrative Agent or the Collateral Agent (as applicable) with respect to such Person ceases property is required to be a Restricted Subsidiary as a result of a transaction or designation subordinated to the relevant Lien permitted hereunderby Section 7.01 in accordance with the documentation governing the Indebtedness that is secured by such Lien permitted by Section 7.01; and and (d) if to enter into any Subsidiary Guarantor shall cease subordination, intercreditor, collateral trust and/or similar agreement contemplated hereunder, including any Acceptable Intercreditor Agreement, including with 177 respect to be a Material Subsidiary (as certified in writing by a Responsible Officer), Indebtedness that is (i) such Subsidiary shall required or permitted to be automatically released from its obligations under the Guaranty and subordinated in right of payment hereunder and/or (ii) secured by Xxxxx and required or permitted to be pari passu with or junior to the Liens securing the Secured Obligations, and with respect to which Indebtedness, an intercreditor, subordination, collateral trust or similar agreement is contemplated under this Agreement and including an Acceptable Intercreditor Agreement, an “Additional Agreement”, and the Secured Parties party hereto acknowledge that any Liens granted by such Subsidiary or Additional Agreement is binding upon them. Each Secured Party party hereto hereby (a) agrees that they will be bound by, and will not take any action contrary to, the provisions of any Additional Agreement and (b) authorizes and instructs the Administrative Agent to enter into any Additional Agreement and to subject the Liens on the Equity Interests Collateral securing the Secured Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the Secured Parties to extend credit to the Borrower, and the Secured Parties are intended third-party beneficiaries of such Subsidiary shall be automatically releasedprovisions and the provisions of any Intercreditor Agreement and/or any Additional Agreement. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty Loan Documents pursuant to this Section 9.119.10. In each case as specified in this Section 9.119.10, the Administrative Agent will promptly (and each Lender irrevocably authorizes requires the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence (i) the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsDocuments (including the filing of termination statements or the return of pledged collateral), or (ii) to evidence the release of such Subsidiary Guarantor from its obligations under the GuarantyLoan Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.11.9.10; provided, that prior to any such request, the Borrower shall have in each case delivered to the Administrative Agent written request therefor and, to the extent reasonably requested by the Administrative Agent, a certificate of the Borrower to the effect that the release of such Guarantor or Collateral, as applicable, is in compliance with the Loan Documents. Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent to rely on any such certificate without independent investigation and release its interests in any Collateral or release any Subsidiary Guarantor from its obligations under the Loan Documents pursuant to this Section 9.10 (including, in each case of the foregoing, by filing applicable termination statements and/or returning pledged Collateral); it being acknowledged and agreed by each Lender that the Administrative Agent, in its capacity as such, shall have no liability with respect to relying on such certificate and taking actions to evidence such release. Subject to the second paragraph of Section 11.03, anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each other Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral, to enforce the Guaranty or take any other enforcement action hereunder or under any other Loan Document, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms hereof and thereof and this paragraph is for the benefit of, and may be enforced by, each of the parties hereto. No Secured Hedging Agreement or Cash Management Obligations will create (or be deemed to create) in favor of counterparty that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Loan Documents except as expressly provided in the Security Agreement. By accepting the benefits of the Collateral, such counterparty shall be deemed to have appointed Administrative Agent, in its capacity as collateral agent, as its agent and agreed to be bound by the Loan Documents as a Secured Party, subject to the limitations set forth in this paragraph. The benefit of the provisions of the Loan Documents directly relating to the Collateral or any Lien granted thereunder shall extend to and be available to any Secured Party that is not the Administrative Agent, a Lender or an L/C Issuer as long as, by accepting such benefits, such Secured Party agrees, as among the Administrative Agent and all other Secured Parties, that such Secured Party is bound by (and, if requested by the Administrative Agent, shall confirm such agreement in a writing in form and substance acceptable to the Administrative Agent) this Article 9, and Section 11.09, and the 178

Collateral and Guaranty Matters. The Lenders (including in its capacities capacity as a potential Cash Management Bank and counterparty to a potential Secured Hedge BankAgreement or Treasury Services Agreement) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations Treasury Services Agreements not yet due and payable and (zy) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination or cash collateralization of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature)Credit, (ii) at the time the property subject to such Lien is transferred Disposed or to be transferred Disposed as part of or in connection with any transfer Disposition permitted hereunder or under any other Loan Document to any Person other than a Person required to gxxxx x Xxxx to the Borrower Administrative Agent or any the Collateral Agent under the Loan Documents (or, if such transferee is a Person required to gxxxx x Xxxx to the Administrative Agent or the Collateral Agent on such asset, at the option of its Restricted Subsidiaries the applicable Loan Party, such Lien on such asset may still be released in connection with the transfer so long as (y) the transferee grants a new Lien to the Administrative Agent or Collateral Agent on such asset substantially concurrently with the transfer of such asset and (z) the priority of the new Lien is the same as that are Guarantorsof the original Lien and the Lien of the Secured Parties on such asset is not impaired or otherwise adversely affected by such release and granting of such new Lien as reasonably determined by the Administrative Agent), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) to the extent such asset constitutes an Excluded Asset or (v) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to That upon the request of the Borrower, the Administrative Agent and the Collateral Agent may release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(iSections 7.01(u) and or (ow) (in the case of clause (w), to the extent required by the terms of the obligations secured by such Liens) pursuant to documents reasonably acceptable to the Administrative Agent; (c) that That any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, the ABL Credit Agreement (other than Canadian Subsidiaries which guarantee Indebtedness under the ABL Credit Agreement) or any Junior Financing with a principal amount in excess of the Threshold Amount; and (d) if the Collateral Agent may, without any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer)further consent of any Lender, enter into (i) such Subsidiary shall a ABL Intercreditor Agreement or First Lien Intercreditor Agreement with the collateral agent or other representatives of holders of Permitted Ratio Debt that is intended to be automatically released from its obligations under secured on a pari passu basis with the Guaranty and Liens securing the Obligations and/or (ii) a Junior Lien Intercreditor Agreement with the collateral agent or other representatives of the holders of Indebtedness permitted under Section 7.03 that is intended to be secured on a junior basis to the Liens securing the Obligations, in each case, where such Indebtedness is secured by Liens permitted under Section 7.01. The Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens granted are permitted. Any First Lien Intercreditor Agreement, ABL Intercreditor Agreement or Junior Lien Intercreditor Agreement entered into by such Subsidiary or Liens the Collateral Agent in accordance with the terms of this Agreement shall be binding on the Equity Interests of such Subsidiary shall be automatically releasedSecured Parties. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent or the Collateral Agent will promptly upon the request of the Borrower (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.119.11 (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate of a Responsible Officer of the Borrower to that effect provided to it by any Loan Party upon its reasonable request without further inquiry). Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent. For the avoidance of doubt, no release of Collateral or Guarantors effected in the manner permitted by this Section 9.11 shall require the consent of any holder of obligations under Secured Hedge Agreement or any Treasury Services Agreements.

Collateral and Guaranty Matters. The Lenders Each of the Banks (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential Hedge Other Obligations Bank) irrevocably agreeauthorizes the Administrative Agent and the Collateral Agent, and each of the Administrative Agent and the Collateral Agent, agrees that it will: (a) that release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Credit Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (xw) obligations and liabilities under Secured Hedge Agreements not yet due and payableas to which arrangements satisfactory to the applicable Hedge Bank shall have been made, (x) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made, (y) Cash Management Other Obligations not yet due and payable as to which arrangements satisfactory to the applicable Other Obligations Bank shall have been made and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Credit Document to any Person other than API, the Borrower or any of its Restricted Subsidiaries that are GuarantorsSubsidiary Guarantor, (iii) subject to Section 10.0111.04, if the release of such Lien is approved, authorized or ratified in writing by the Required LendersBanks, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Credit Document to the holder of any Lien on such property that is permitted by Section 7.01(iSections 7.02(b)(ii), (x) and (oxxviii) (with respect to Sections 7.02(b)(ii) and (x);); and (c) that release any Subsidiary Guarantor shall be automatically released from its obligations under the Subsidiary Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) if upon any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary portion of Principal Property or Liens on the Equity Interests constituting Collateral triggering the “equal and ratable clauses” under an indenture governing any Existing Notes, release such portion of Principal Property and Equity Interests constituting Collateral so as to not trigger such Subsidiary shall be automatically released“equal and ratable clauses”, while any such Existing Notes remain outstanding. Upon request by the Administrative Agent at any time, the Required Lenders Banks will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative applicable Agent will promptly (and each Lender Bank irrevocably authorizes the Administrative applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Credit Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower or any of its Restricted Domestic Subsidiaries that are GuarantorsRestricted Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if in the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Term Loan Credit Agreement, the Senior Notes or any Permitted Additional Debt incurred pursuant to the proviso of the first sentence in Section 7.03 or pursuant to Section 7.03(x); and (d) at the Borrower’s election, if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the any Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically released; provided that in each case no such release shall occur if (A) such Subsidiary continues to be a guarantor in respect of the Term Loan Credit Agreement, the Senior Notes or any Permitted Additional Debt incurred pursuant to the proviso of the first sentence in Section 7.03 or pursuant to Section 7.03(x) or (B) after giving effect to such release, the Permitted Non-Guarantor Investment Condition would not be satisfied. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantors, (iii) subject to Section ‎Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c‎(c) or (d‎(d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section ‎Section 7.01(i) and (o‎(o); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically released. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section ‎Section 9.11. In each case as specified in this Section ‎Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section ‎Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit and any (other obligation (including than Letters of Credit in which the Outstanding Amount of the L/C Obligations related thereto have been Cash Collateralized or, if satisfactory to the relevant L/C Issuer in its sole discretion, for which a guarantee that backstop letter of credit is contingent in natureplace), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than a Loan Party (it being understood that in the Borrower event that property that constitutes Collateral is transferred to any Loan Party, such property shall continue to constitute Collateral under the Loan Documents), provided that all Liens thereon referred to in Section 7.01(v) shall have been, or any of its Restricted Subsidiaries that are Guarantorssubstantially concurrently therewith shall be, similarly released, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, Lenders or (iv) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon release of such Subsidiary Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o);; and (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) provided that no such release shall occur if any Subsidiary such Guarantor shall cease continues to be a Material Subsidiary (as certified guarantor in writing by a Responsible Officer)respect of the New Senior Notes, (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary Junior Financing, any Permitted Credit Facilities Refinancing Indebtedness, Permitted Alternative Incremental Facilities Indebtedness or Liens on the Equity Interests of such Subsidiary shall be automatically releasedPermitted Debt Exchange Notes. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 9.119.12. In each case as specified in this Section 9.119.12, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Parent Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.119.12.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agreeagree that: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued obligations) and payable), the expiration or termination of all Letters of Credit and any (or cash collateral or other obligation (including a guarantee that is contingent credit support satisfactory to the L/C Issuer thereof in natureits sole discretion has been provided), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Domestic Subsidiaries that are GuarantorsRestricted Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required LendersLenders (or such greater number of Lenders as may be required pursuant to Section 10.01), or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o);; and (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) provided that no such release shall occur if any Subsidiary such Guarantor shall cease continues to be a Material Subsidiary (as certified guarantor in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under respect of the Guaranty and (ii) New Notes or any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedJunior Financing. Upon request by the Administrative Agent at any time, the Required Lenders (or such greater number of Lenders as may be required pursuant to Section 10.01) will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit and any (other obligation (including than Letters of Credit in which the Outstanding Amount of the L/C Obligations related thereto have been Cash Collateralized or, if satisfactory to the relevant L/C Issuer in its sole discretion, for which a guarantee that backstop letter of credit is contingent in natureplace), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than a Loan Party (it being understood that in the Borrower event that property that constitutes Collateral is transferred to any Loan Party, such property shall continue to constitute Collateral under the Loan Documents), provided that all Liens thereon referred to in Section 7.01(v) shall have been, or any of its Restricted Subsidiaries that are Guarantorssubstantially concurrently therewith shall be, similarly released, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, Lenders or (iv) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon release of such Subsidiary Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o);; and (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) provided that no such release shall occur if any Subsidiary such Guarantor shall cease continues to be a Material Subsidiary (as certified guarantor in writing by a Responsible Officer)respect of the New Senior Notes, (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary Junior Financing, any Permitted Credit Facilities Refinancing Indebtedness or Liens on the Equity Interests of such Subsidiary shall be automatically releasedPermitted Alternative Incremental Facilities Indebtedness. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 9.119.12. In each case as specified in this Section 9.119.12, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Parent Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.119.12.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination or Cash Collateralization of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature)Credit, (ii) at the time the property subject to such Lien is transferred Disposed or to be transferred Disposed as part of or in connection with any transfer Disposition permitted hereunder or under any other Loan Document to any Person other than a Person required to xxxxx x Xxxx to the Borrower Administrative Agent or any the Collateral Agent under the Loan Documents (or, if such transferee is a Person required to xxxxx x Xxxx to the Administrative Agent or the Collateral Agent on such asset, at the option of its Restricted Subsidiaries the applicable Loan Party, such Lien on such asset may still be released in connection with the transfer so long as (x) the transferee grants a new Lien to the Administrative Agent or Collateral Agent on such asset substantially concurrently with the transfer of such asset, (y) the transfer is between parties organized under the laws of different jurisdictions and at least one of such parties is a Foreign Subsidiary and (z) the priority of the new Lien is the same as that are Guarantorsof the original Lien), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to To release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i7.01(p) and or (or) (in the case of clause (r), to the extent required by the terms of the obligations secured by such Liens); (c) that That any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Junior Financing; and (d) if to enter into the First Lien Intercreditor Agreement and/or a Second Lien Intercreditor Agreement, as the case may be, upon the incurrence of any Subsidiary Guarantor shall cease Permitted Refinancing Notes incurred pursuant to Section 7.03(t) and permitted to be a Material Subsidiary lien secured pursuant to Section 7.01(dd)(i) or (ii), as certified in writing applicable; provided that the Borrower shall have provided, and the Administrative Agent and the Collateral Agent shall be entitled to rely upon, an officer’s certificate by a Responsible OfficerOfficer to the effect that such Permitted Refinancing Notes are permitted to be incurred under Section 7.03(t) and permitted to be secured pursuant to Section 7.01(dd)(i) or (ii), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedas applicable. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent or the Collateral Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are GuarantorsSubsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically released. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders Each of the Secured Parties (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agreeauthorizes and directs the Administrative Agent: (a) that to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of on the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature)Termination Date, (ii) at the time the property subject to such Lien that is transferred sold or to be transferred sold as part of or in connection with any transfer sale permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantorsa Loan Party, (iii) subject to Section 10.0111.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon release of such Subsidiary Guarantor from its obligations under its Subsidiary Guaranty pursuant to clause (cSection 9.10(b) or (d) below, below or (v) if the property subject otherwise becomes an Excluded Asset or ceases to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreementconstitute Collateral; (b) to release any Subsidiary Guarantor from its obligations under any Loan Document to which it is a party if such Person (i) ceases to be a Restricted Subsidiary, (ii) ceases to be a Subsidiary, (iii) becomes an Excluded Subsidiary (other than any Excluded Subsidiary the Borrower elects to maintain as a Subsidiary Guarantor) or (iv) in the Borrower’s sole discretion, release at any time, any Excluded Subsidiary, that the Borrower, in its sole discretion, previously elected to cause to become a Subsidiary Guarantor, from its obligations under the Guaranty Agreement, in each case of clauses (i), (ii) and (iii), as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of any Senior Unsecured Notes or any Permitted Refinancing thereof, any Senior Secured Notes or any Permitted Refinancing thereof or any Junior Indebtedness with a principal amount in excess of the Threshold Amount unless and until such Subsidiary Guarantor is (or is being simultaneously) released from its guarantee with respect to such Indebtedness; provided, further, that (a) solely in the case of any election to maintain a Non-U.S. Discretionary Guarantor as a Subsidiary Guarantor, consent of the Administrative Agent shall be required prior to such election, such consent not to be unreasonably withheld, delayed or conditioned (it being understood that such consent may be withheld if the Administrative Agent reasonably determines that such Non-U.S. Discretionary Guarantor is organized under the laws of a jurisdiction (i) where the amount and enforceability of the contemplated guarantee that may be entered into by a Person organized in the relevant jurisdiction is materially and adversely limited by applicable law or contractual limitations, (ii) where the security interests (and the enforceability thereof) that may be granted with respect to assets (or various classes of assets) located in the relevant jurisdiction are materially and adversely limited by applicable law or (iii) that is not a member of the Organization for Economic Cooperation and Development or is the target of any Sanctions; provided, that no such consent shall be required for the Borrower’s election to maintain an Excluded Subsidiary as a Subsidiary Guarantor if such Excluded Subsidiary was already a Guarantor and has not changed its jurisdiction of organization and/or is organized under the laws of the United States, Canada, the United Kingdom, the Netherlands and Luxembourg) and (b) unless previously provided with respect to such Non-U.S. Discretionary Guarantor, the Administrative Agent shall have received at least two Business Days prior to such election all documentation and other information in respect of such Excluded Subsidiary as has been reasonably requested by the Administrative Agent in writing that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (and, upon any request made by a Lender to the Administrative Agent, the Administrative Agent will provide the Lenders with all such information made available to it in accordance with, and subject to, the provisions of this Agreement); and (c) to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section Sections 7.01(f), 7.01(i), 7.01(m), 7.01(p), 7.01(s), 7.01(t), 7.01(v), 7.01(x) and (o); to the extent the relevant Lien is of the type to which the Lien of the Administrative Agent is otherwise required to be subordinated under this clause (c) pursuant to any of the other exceptions to Section 7.01 that are expressly included in this clause (c)), 7.01(y) (to the extent the relevant Lien secures Indebtedness permitted under Section 7.03(z)(i)) and/or 7.01(ff); provided, that the subordination of any Subsidiary Guarantor Lien on any property granted to or held by the Administrative Agent or the Collateral Agent shall only be automatically released from its obligations under required with respect to any Lien on such property that is permitted by Sections 7.01(f), 7.01(i), 7.01(m), 7.01(p), 7.01(s), 7.01(t), 7.01(v), 7.01(x), 7.01(y) and/or 7.01(ff) to the Guaranty if extent that the Lien of the Administrative Agent or the Collateral Agent (as applicable) with respect to such Person ceases property is required to be a Restricted Subsidiary as a result of a transaction or designation subordinated to the relevant Lien permitted hereunderby Section 7.01 in accordance with the documentation governing the Indebtedness that is secured by such Lien permitted by Section 7.01; and (d) if to enter into any Subsidiary Guarantor shall cease subordination, intercreditor, collateral trust and/or similar agreement contemplated hereunder, including any Acceptable Intercreditor Agreement, including with respect to be a Material Subsidiary (as certified in writing by a Responsible Officer), Indebtedness that is (i) such Subsidiary shall required or permitted to be automatically released from its obligations under the Guaranty and subordinated in right of payment hereunder and/or (ii) secured by Liens and required or permitted to be pari passu with or junior to the Liens securing the Secured Obligations, and with respect to which Indebtedness, an intercreditor, subordination, collateral trust or similar agreement is contemplated under this Agreement and including an Acceptable Intercreditor Agreement, an “Additional Agreement”), and the Secured Parties party hereto acknowledge that any Liens granted by such Subsidiary or Additional Agreement is binding upon them. Each Secured Party party hereto hereby (a) agrees that they will be bound by, and will not take any action contrary to, the provisions of any Additional Agreement and (b) authorizes and instructs the Administrative Agent to enter into any Additional Agreement and to subject the Liens on the Equity Interests Collateral securing the Secured Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the Secured Parties to extend credit to the Borrower, and the Secured Parties are intended third-party beneficiaries of such Subsidiary shall be automatically releasedprovisions and the provisions of any Intercreditor Agreement and/or any Additional Agreement. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty Loan Documents pursuant to this Section 9.119.10. In each case as specified in this Section 9.119.10, the Administrative Agent will promptly (and each Lender irrevocably authorizes requires the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence (i) the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsDocuments (including the filing of termination statements or the return of pledged collateral), or (ii) to evidence the release of such Subsidiary Guarantor from its obligations under the GuarantyLoan Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.119.10; provided, that prior to any such request, the Borrower shall have in each case delivered to the Administrative Agent written request therefor and, to the extent reasonably requested by the Administrative Agent, a certificate of the Borrower to the effect that the release of such Guarantor or Collateral, as applicable, is in compliance with the Loan Documents. Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent to rely on any such certificate without independent investigation and release its interests in any Collateral or release any Subsidiary Guarantor from its obligations under the Loan Documents pursuant to this Section 9.10 (including, in each case of the foregoing, by filing applicable termination statements and/or returning pledged Collateral); it being acknowledged and agreed by each Lender that the Administrative Agent, in its capacity as such, shall have no liability with respect to relying on such certificate and taking actions to evidence such release. Subject to the second paragraph of Section 11.03, anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each other Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral, to enforce the Guaranty or take any other enforcement action hereunder or under any other Loan Document, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms hereof and thereof and this paragraph is for the benefit of, and may be enforced by, each of the parties hereto. No Secured Hedging Agreement or Cash Management Obligations will create (or be deemed to create) in favor of counterparty that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Loan Documents except as expressly provided in the Security Agreement. By accepting the benefits of the Collateral, such counterparty shall be deemed to have appointed Administrative Agent, in its capacity as collateral agent, as its agent and agreed to be bound by the Loan Documents as a Secured Party, subject to the limitations set forth in this paragraph. The benefit of the provisions of the Loan Documents directly relating to the Collateral or any Lien granted thereunder shall extend to and be available to any Secured Party that is not the Administrative Agent, a Lender or an L/C Issuer as long as, by accepting such benefits, such Secured Party agrees, as among the Administrative Agent and all other Secured Parties, that such Secured Party is bound by (and, if requested by the Administrative Agent, shall confirm such agreement in a writing in form and substance acceptable to the Administrative Agent) this Article 9, and Section 11.09, and the decisions and actions of the Administrative Agent and the Required Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders) to the same extent a Lender is bound; provided that, notwithstanding the foregoing, (i) such Secured Party shall be bound by Section 11.05 only to the extent of liabilities, costs and expenses relating to the Collateral held for the benefit of such Secured Party, in which case the obligations of such Secured Party thereunder shall be such Secured Party’s pro rata share (based on the amount of Obligations owing to such Secured Party relative to the aggregate amount of Obligations) of such liabilities, costs and expenses, (ii) except as set forth specifically herein, the Administrative Agent, the Lenders and the L/C Issuer shall be entitled to act in its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation and (iii) except as specifically set forth herein, such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under any Loan Document.

Collateral and Guaranty Matters. The (I) Without limiting the provisions of Section 10.09: (a) any Lien on any property granted to or held by the Administrative Agent under any Loan Document shall, subject to the provisions of the Intercreditor Agreement, automatically be released, and each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and each of the L/C Issuers irrevocably agree:authorizes the Administrative Agent to take any action to release any such Lien on or to file any UCC-3 amendment related to any property granted to or held by the Administrative Agent under any Loan Document: (i) upon termination of the Aggregate Revolving Commitments and payment in full of all Secured Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities not yet due and payable under Secured Cash Management Agreements and Secured Hedge Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer shall have been made), (ii) that is sold, transferred or conveyed to a Person that is not a Loan Party (and in the case of Equity Interests of first tier Foreign Subsidiaries, to a Person that is not a Loan Party or a Specified Pledgor) as part of or in connection with any sale, transfer or conveyance permitted hereunder or under any other Loan Document, (iii) that is or becomes Excluded Property or is not and is not required to be collateral to secure the Obligations, (iv) if approved, authorized or ratified in writing in accordance with Section 11.01, (v) that is owned by a Guarantor upon (or substantially simultaneously with) release of such Guarantor from its obligations under the Guaranty pursuant to clause (b) below or (vi) as expressly provided for in the Intercreditor Agreement; (ab) that any Guarantor shall, subject to the provisions of the Intercreditor Agreement, automatically be released from its obligations under the Guaranty, and each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and each of the L/C Issuers irrevocably authorizes the Administrative Agent to take any action to release any such Guarantor from its obligations under the Guaranty, if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder; or (c) each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and each of the L/C Issuers irrevocably authorizes the Administrative Agent, upon request of the Borrower or any Guarantor, to subordinate (or release, in the case of Liens permitted under Section 8.06(d) or Section 8.06(s)) any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantors, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary to exist or to be incurred pursuant to Section 8.06(d) or Section 8.06(s) or (ii) to be superior to the Lien of the applicable Collateral Documents by Section 8.06. (II) On the Closing Date, each of the Subsidiaries listed on Schedule 10.10 that was a Guarantor immediately prior to the Closing Date (the “Released Guarantors”) shall be and hereby is automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or the other Loan Documents, and the Liens on the Equity Interests Collateral of such Subsidiary the Released Guarantors granted to the Administrative Agent under the Loan Documents shall be automatically released. Each of the Lenders (including in its capacity as a potential Cash Management Bank and a potential Hedge Bank) and each of the L/C Issuers irrevocably authorize the Administrative Agent to execute and deliver such documents and instruments (including UCC-3 financing statements) as may be reasonably requested by the Borrowers to evidence the release of the Liens on the Collateral of the Released Guarantors granted to the Administrative Agent under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.1110.10. In each case as specified in this Section 9.1110.10, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent is hereby irrevocable authorized to), at the Borrower’s expenseBorrowers’ expense and upon receipt of any certifications reasonably requested by the Administrative Agent in connection therewith, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsDocuments or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.1110.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Notwithstanding anything herein to the contrary, each of the Lenders (including in its capacity as a potential Cash Management Bank or Hedge Bank) hereby authorizes the Administrative Agent to enter into such amendments or supplements to the relevant Collateral Documents or such other security documents as the Administrative Agent shall deem necessary or advisable to effect the changes contemplated by Amendment No. 1, in each case, in form reasonably acceptable to the Administrative Agent on the Amendment No. 1 Effective Date.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower or any of its Restricted Domestic Subsidiaries that are GuarantorsRestricted Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause clauses (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if in the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes or any Permitted Additional Debt incurred pursuant to the proviso of the first sentence in Section 7.03 or pursuant to Section 7.03(x); and (d) at the Borrower’s election, if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the any Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically released; provided that in each case no such release shall occur if (A) such Subsidiary continues to be a guarantor in respect of the Senior Notes or any Permitted Additional Debt incurred pursuant to the proviso of the first sentence in Section 7.03 or pursuant to Section 7.03(x) or (B) after giving effect to such release, the Permitted Non-Guarantor Investment Condition would not be satisfied. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacities capacity as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer irrevocably agree:authorizes the Administrative Agent, at its option and in its discretion, (a) that to release any Lien on (x) any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Hedge Agreements not yet due as to which arrangements satisfactory to the applicable Hedge Bank shall have been made) and payablethe expiration, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration cancellation or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and any other obligation (including a guarantee that is contingent in naturethe L/C Issuer shall have been made), (ii) at the time the property subject to such Lien that is transferred sold or to be transferred sold as part of or in connection with any transfer sale permitted hereunder or under any other Loan Document to any a Person other than the Borrower that is not a Loan Party or any of its Restricted Subsidiaries that are Guarantors, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) in accordance with Section 10.01 or (dy) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph any Equity Interests of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property Subsidiary granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to if such Subsidiary (A) does not own an Investment Property that is included in the holder Borrowing Pool and (B) does not, directly or indirectly, own any Equity Interests of any Lien on such property Affiliated Investor that owns an Investment Property included in the Borrowing Pool; and (b) to release any Guarantor that is permitted by Section 7.01(i) and (o); (c) that any a Subsidiary Guarantor shall be automatically released of the Borrower from its obligations under the Guaranty Agreement and any other Loan Documents if such Person (i) ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder or designation permitted hereunder; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such becomes an Immaterial Subsidiary or Liens on an Excluded Subsidiary as a result of a transaction permitted hereunder and in accordance with the Equity Interests of such Subsidiary shall be automatically releasedterms hereof. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor that is a Subsidiary of the Borrower from its obligations under the Guaranty Agreement and any other Loan Documents pursuant to this Section 9.119.10. In each case as specified in this Section 9.119.10, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor that is a Subsidiary of the Borrower from its obligations under the GuarantyGuaranty Agreement and any other Loan Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.119.10.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit (or upon cash collateralization of all Letters of Credit or receipt of backstop letters of credit reasonably satisfactory to the Administrative Agent and any other obligation (including a guarantee that is contingent in naturethe L/C Issuer), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantorsa Loan Party, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o);; and (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person (i) ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunderhereunder or (ii) is a Xxxxxxx Subsidiary released from being a Guarantor pursuant to the first proviso of Section 7.14; and (d) provided that no such release shall occur if any Subsidiary such Guarantor shall cease continues to be a Material Subsidiary (as certified guarantor in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under respect of the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedSenior Subordinated Notes. Upon request by the Administrative Agent at any time, the Required Lenders (subject to Section 10.01) will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent for the benefit of the Secured Parties under any Loan Document shall be automatically released (i) upon termination of the Aggregate aggregate Commitments and payment in full of all Obligations (other than (xA) obligations under Secured Hedge Hedging Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (zB) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature)are not cash collateralized, (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person person other than the Borrower or any of its the Restricted Subsidiaries that are Guarantors(to the extent not prohibited under the Security Agreement), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required LendersLenders or, with respect to the release of all or substantially all of the Collateral from the Liens of the Security Documents, by each Lender or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below (provided, that if such Guarantor (1) is released from its obligations under its Guaranty as a result of all or substantially all of its property being sold or otherwise transferred to a person or persons none of which is Borrower or a Subsidiary or (d2) below, or (v) if the property subject ceases to such Lien becomes subject to the exclusions set forth in the last paragraph be a Subsidiary of the definition Borrower as a result of Collateral and Guarantee Requirement pursuant to a transaction otherwise permitted by the Loan Documents, such sale or transfer or transaction, as applicable, is not prohibited by this under the Security Agreement); (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(iclauses (b), (g) and (o)i) of Section 6.02; (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunderGuarantee in accordance with Section 7.08; and (d) if upon request of the Borrower at any Subsidiary Guarantor time after the Obligations under the Senior Notes and Indenture have been satisfied in full, and solely to the extent permitted under the Security Agreement, to authorize the Administrative Agent to amend and modify the Security Agreement to provide that the Liens created thereunder on the Collateral or any portion thereof shall cease to automatically terminate and be a Material Subsidiary (as certified in writing released without further actions by a Responsible Officer), any person upon (i) such Guarantor being designated as an Unrestricted Subsidiary shall or otherwise ceasing to be automatically released from its obligations under a Restricted Subsidiary, in each case, in accordance with the Guaranty and provisions of this Agreement or (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests release of such Subsidiary shall be automatically releasedLien being approved, authorized or ratified in writing by the Required Lenders or, with respect to the release of all or substantially all of the Collateral from the Liens of the Security Documents, by each Lender. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.119.09. In each case as specified in this Section 9.119.09, the Administrative Agent and/or Collateral Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Loan Documents, or to evidence the release of such Guarantor from its obligations under the GuarantyGuarantee, in each case in accordance with with, and subject to the terms of the Loan Documents and this Section 9.119.09.

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacities as a potential Cash Treasury Management Bank and a potential Hedge Bank) and each of the L/C Issuers irrevocably agreeauthorize the Administrative Agent and the Collateral Agent, at its option and in its discretion: (a) that to release any Guarantor from its obligations under the Collateral Documents and the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder, or if the conditions set forth in clause (b)(i) below are satisfied; (b) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Credit Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (xA) contingent indemnification obligations under Secured Hedge Agreements not yet then due and payable, (yB) Cash obligations and liabilities under Swap Contracts and Treasury Management Obligations Agreements not yet then due and payable payable) and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit (or if any Letters of Credit shall remain outstanding, upon (x) the Cash Collateralization of the Outstanding Amount of Letters of Credit on terms satisfactory to the Administrative Agent and any the applicable L/C Issuer (if other obligation than the Administrative Agent) or (including y) the receipt by the applicable L/C Issuer of a guarantee that is contingent in naturebackstop letter of credit on terms satisfactory to the Administrative Agent and the applicable L/C Issuer (if other than the Administrative Agent)), (ii) at the time the property subject to such Lien that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any transfer sale or other disposition permitted hereunder or under any other Loan Credit Document to any Person (other than the Borrower any such sale or any of its Restricted Subsidiaries that are Guarantorsdisposition to another Credit Party), (iii) as required by Section 11.22(a) or (iv) subject to Section 10.0111.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause ; and (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Credit Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o8.01(i); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically released. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the authority of the Administrative Agent’s authority Agent and the Collateral Agent to release or subordinate its interest in particular types or items property and of property, or the Administrative Agent and the Collateral Agent to release any Guarantor from its obligations under the Guaranty hereunder pursuant to this Section 9.1110.10. In each case as specified in this Section 9.1110.10, the Administrative Agent or the Collateral Agent, as the case may be, will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, expense execute and deliver to the applicable Loan Credit Party such documents as such Loan Credit Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsDocuments or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Credit Documents and this Section 9.1110.10. No Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall any Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit and (without any other obligation (including a guarantee that is contingent in naturepending drawing), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower or any of its Restricted Domestic Subsidiaries that are GuarantorsRestricted Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o);; and (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) provided that no such release shall occur if any Subsidiary such Guarantor shall cease continues to be a Material Subsidiary (as certified guarantor in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) respect of any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedJunior Financing. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank Each Holder irrevocably authorizes and a potential Hedge Bank) irrevocably agreeinstructs the Collateral Agent to, and the Collateral Agent shall, at the Company’s sole cost and expense: (a) that release (or evidence the release of) any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Operative Document shall be automatically released (i) upon termination the repayment the principal of the Aggregate Commitments and payment in full of interest on each Note and all Obligations fees, expenses and other amounts payable under any Operative Document (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable)expense reimbursement obligations, the expiration in each case, for which no claim or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent demand has been made) have been paid in nature)full, (ii) at the time the property subject to such Lien that is transferred sold or otherwise Disposed of (or to be transferred sold or otherwise Disposed of) as part of or in connection with any transfer Disposition permitted hereunder under (or under any other Loan Document to any Person other than not restricted by) the Borrower or any of its Restricted Subsidiaries that are GuarantorsOperative Documents, (iii) subject that does not constitute (or ceases to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lendersconstitute) Collateral (and/or otherwise becomes an Excluded Property), (iv) if the property subject to such Lien is owned by a Guarantor, upon the release of such Guarantor from its obligations Guaranty otherwise in accordance with the Operative Documents, (v) as required under its Guaranty pursuant to clause (c) or (d) below, (vi) pursuant to the provisions of any applicable Operative Document or (vvii) if approved, authorized or ratified in writing by the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this AgreementMajority Holders; (b) subject to Section 11.24, release (or evidence the release of) any Guarantor from its Guaranty if such Person ceases to be a Restricted Subsidiary (or is or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions not prohibited hereunder); (c) subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Operative Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o)to be senior in accordance with this Agreement; (cd) enter into subordination, intercreditor, collateral trust and/or similar agreements (including any Intercreditor Agreement and/or any amendment, modification, supplement, waiver or consent to or under any Intercreditor Agreement) with respect to any Indebtedness that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases is (i) required or permitted to be a Restricted Subsidiary subordinated hereunder, (ii) is permitted to be secured by Liens on all or any portion of the Collateral that are senior, pari passu or junior to the Liens on all or any portion of the Collateral securing the Obligations, and/or (iii) secured by Liens, and with respect to which Indebtedness, this Agreement contemplates an intercreditor, subordination, collateral trust or similar agreement (it being understood and agreed that each of the Holders irrevocably agrees to the treatment of the Lien on the Collateral securing the Obligations as a result set forth in any such agreement and that it will be bound by and will take no action contrary to the provisions of a transaction or designation permitted hereunderany such agreement); and (de) if execute and/or deliver, as applicable, amendments to any Subsidiary Guarantor shall cease UCC financing statement and/or any other document evidencing the security interest granted pursuant to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens Operative Documents to indicate that Excluded Properties and/or other assets that do not constitute Collateral are not subject to the security interest granted by such Subsidiary or Liens on pursuant to the Equity Interests of such Subsidiary shall be automatically releasedOperative Documents. Upon request by the Administrative Collateral Agent at any time, the Required Lenders Majority Holders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty relevant Operative Documents pursuant to this Section 9.11‎Section 10.10. In each case as specified in this Section 9.11‎‎Section 10.10, the Administrative Collateral Agent will promptly upon the request of the Company (and each Lender Holder irrevocably authorizes the Administrative Collateral Agent to), at the BorrowerCompany’s expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan Party the Company may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Operative Documents, or to evidence the release of such Guarantor from its obligations under the applicable Guaranty, in each case in accordance with the terms of the Loan Operative Documents and this ‎Section 10.10 (and the Collateral Agent may rely conclusively on a certificate of the chief executive officer or chief financial officer of the Company to that effect provided to it by any Credit Party upon its reasonable request without further inquiry). Any execution and delivery of documents pursuant to this Section 9.11shall be without recourse to or warranty by the Collateral Agent. It is understood and agreed that (i) to the extent that any Collateral is Disposed of as permitted by Section 8.3, such Collateral shall be Disposed of free and clear of the Liens created by the Operative Documents, which Liens shall be automatically released upon the consummation of such Disposition, and the Collateral Agent shall be authorized to take, and shall take, any action reasonably requested by (and at the sole cost and expense of) the Company in order to effect the foregoing; provided, that in the case of a Disposition by any Restricted Subsidiary to any Credit Party, the relevant transferred assets shall become part of the Collateral of the transferee Credit Party (except to the extent such assets constitute Excluded Assets) and (ii) to the extent that any Collateral becomes Excluded Property or is no longer owned by a Credit Party, such Liens shall be automatically released, and the Collateral Agent shall be authorized to take, and shall take, any action reasonably requested by (and at the sole cost and expense of) the Company in order to effect the foregoing. Notwithstanding anything to the contrary in this Section 10.10 or in any other provision of any Operative Document, each Holder hereby authorizes the Collateral Agent to, and the Collateral Agent shall, execute and deliver any instruments, documents, consents, acknowledgments, and agreements necessary or desirable to evidence, effectuate or confirm the release of any Guarantor or Collateral or the subordination of any Lien pursuant to the provisions of this Section 10.10.

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacities capacity as a potential Cash Management Bank and a potential Hedge Bank) and each L/C Issuer irrevocably agreeauthorize the Collateral Agent: (a) that to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (zA) contingent indemnification obligations not yet accrued and payable)(B) obligations and liabilities under Treasury Services Agreements and Secured Hedge Agreements, except as to amounts that are due and payable thereunder for which the Administrative Agent has received a written notice from the applicable Hedge Bank) and the expiration or termination of all Letters of Credit and any (other obligation (including than Letters of Credit that have been Cash Collateralized or back-stopped by a guarantee that is contingent in natureletter of credit reasonably satisfactory to the applicable L/C Issuer), (ii) at the time the property subject to such Lien that is transferred sold or to be transferred sold as part of or in connection with any transfer sale permitted hereunder or under any other Loan Document to any a Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantorsis not a Loan Party, (iii) subject to Section 10.01that constitutes “Excluded Assets” (as such term is defined in the Security Agreement), (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lendersin accordance with Section 10.01, (ivv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (cb) below or (dvi) belowupon the terms of the Collateral Documents or the Intercreditor Agreement (if in effect), Second Lien Intercreditor Agreement (if in effect), or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement any other intercreditor agreement entered into pursuant to a transaction not prohibited by this Agreement;hereto. (b) to release any Guarantor from its obligations under the Guaranty (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder, or becomes an Excluded Subsidiary or an Unrestricted Subsidiary or (ii) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Treasury Services Agreements and Secured Hedge Agreements, except as to amounts that are due and payable thereunder for which the Administrative Agent has received a written notice from the applicable Hedge Bank) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer); and (c) to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i7.01(6) and (obut solely in the case of Indebtedness incurred pursuant to clause (4) of Section 7.02(b); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically released. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.119.09. In each case as specified in this Section 9.11, the The Administrative Agent will promptly (and each Lender irrevocably authorizes or the Administrative Agent to)Collateral Agent, as applicable, will, at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party Parent such documents as such Loan Party Parent may reasonably request to evidence the release or subordination of such any item of Collateral from the assignment and security interest granted under the Collateral DocumentsDocuments or to subordinate its interest in such item, or to evidence the release of such Guarantor any Loan Party from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.119.09. Notwithstanding the foregoing, if, in compliance with the terms and provisions of Section 7.04 hereof, any portion of the Collateral is sold or otherwise transferred to a Person or Persons, none of which is a Loan Party, then (i) such portion of the Collateral shall, upon the consummation of such sale or transfer, be automatically released from the Lien of the Collateral Agent pursuant to any Collateral Document and (ii) if the aggregate fair market value of the portion of the Collateral so sold or otherwise transferred exceeds $5 million, Parent will promptly deliver to the Administrative Agent a notice of the consummation of such sale or other transfer, certifying that such sale was made in compliance with Section 7.04 hereof. The Lenders hereby authorize the Administrative Agent and Collateral Agent, as applicable, to enter into any Intercreditor Agreement, any Second Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement and the Lenders acknowledge that any such intercreditor agreement shall be binding upon the Lenders. The Administrative Agent and Collateral Agent, as applicable, agree, upon the request of Parent and at the Borrower’s expense, to negotiate in good faith and enter into any Intercreditor Agreement, any Second Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement.

Collateral and Guaranty Matters. The Lenders (including irrevocably authorize the Administrative Agent to accept Liens granted to the Administrative Agent for the benefit of the Lender Parties pursuant to Section 7.01(m) or otherwise, and, at its option and in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree:discretion, (a) that to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payableunasserted indemnification, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable)tax gross up, the expiration expense reimbursement or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent yield protection obligations, in natureeach case, for which no claim has been made), (ii) at the time the property subject to such Lien that is transferred sold or to be transferred sold as part of or in connection with any transfer sale permitted hereunder or under any other Loan Document to any Person other than the Borrower Document, or any of its Restricted Subsidiaries that are Guarantors, (iii) subject to Section 10.0111.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien as may hereafter be granted on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o7.01(k);; and (c) that to release any Subsidiary Guarantor shall be automatically released (but not Discovery (solely upon and after the consummation of the Combination Transactions)) from its obligations under the Guaranty if: (i) the circumstances causing the Borrower to cause such Subsidiary to become a Subsidiary Guarantor pursuant to Section 6.16 no longer exist (or, substantially concurrently with the release of such Subsidiary Guarantor or if such Person ceases to be a Restricted Subsidiary as a result of the release of such Subsidiary Guarantor, will no longer exist) (it being understood that a transaction or designation permitted hereunder; andrelease subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 6.16); (dii) if any such Subsidiary Guarantor shall cease ceases (or, substantially concurrently with the release of such Subsidiary Guarantor, will cease) to be a Material Subsidiary of the Borrower in accordance with the terms hereof; (as certified in writing by a Responsible Officer), (iiii) such Subsidiary shall be automatically released from its obligations under upon the Guaranty and (ii) any Liens granted by such Subsidiary merger or Liens on the Equity Interests consolidation of such Subsidiary Guarantor with and into the Borrower or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Borrower or another Guarantor; (iv) upon the merger or consolidation of such Subsidiary Guarantor with and into another Subsidiary of the Borrower or, solely upon and after the consummation of the Combination Transactions, Discovery that is not the Borrower or a Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a Subsidiary that is not a Subsidiary Guarantor; or (v) upon payment in full of the aggregate principal amount of all Loans and guaranteed Obligations then due and owing. Upon any such occurrence specified in this Section 9.10(c), the Administrative Agent shall be automatically releasedexecute any documents reasonably requested by the Borrower in order to evidence such release, discharge and termination in respect of the applicable Guarantee. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty property pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.119.10.

Collateral and Guaranty Matters. The Lenders Each Lender (including in its capacities capacity as a potential Cash Management Bank counterparty to a Secured Hedge Agreement or Treasury Services Agreement) and a potential Hedge Bank) each other Secured Party by its acceptance of the Collateral Documents irrevocably agreeagrees: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations Treasury Services Agreements not yet due and payable and (zy) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination or cash collateralization of all Letters of Credit and any other obligation (including a guarantee that is contingent in natureor if such Letters of Credit have been backstopped by letters of credit reasonably satisfactory to the applicable L/C Issuers or deemed reissued under another agreement reasonably satisfactory to the applicable L/C Issuers), (ii) at the time the property subject to such Lien is transferred Disposed or to be transferred Disposed as part of or in connection with any transfer Disposition permitted hereunder or under any other Loan Document to any Person other than a Person required to xxxxx x Xxxx to the Borrower Administrative Agent or any of its Restricted Subsidiaries that are Guarantorsthe Collateral Agent under the Loan Documents, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) to the extent such asset constitutes an Excluded Asset or (v) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below; provided that, or (v) if the property subject to such Lien becomes subject without limitation to the exclusions set forth in the last paragraph operation of the definition automatic releases described in this clause (a), a certificate of a Responsible Officer, delivered at the option of the Lead Borrower, to the Administrative Agent with respect to any release described in this clause (a) stating that the Lead Borrower has determined in good faith that such release satisfies the foregoing requirements shall be conclusive evidence that such release satisfies the foregoing requirement and such automatic release has occurred (and the Administrative Agent and the Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this AgreementAgent may rely conclusively on such certificate without further inquiry); (b) to that upon the request of the Lead Borrower, the Administrative Agent and the Collateral Agent shall release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(iSections 7.01(u) and or (ow) (in the case of clause (w), to the extent required by the terms of the obligations secured by such Liens) pursuant to documents reasonably acceptable to the Administrative Agent; (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; andprovided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Junior Financing with a principal amount in excess of the Threshold Amount; provided, further that, without limitation of the operation of the automatic releases described in this clause (c), a certificate of a Responsible Officer delivered at the option of the Lead Borrower, to the Administrative Agent with respect to any such automatic release stating that such Subsidiary Guarantor has ceased to be a Restricted Subsidiary or has become an Excluded Subsidiary as a result of a transaction or designation permitted hereunder, as the case may be, shall be conclusive evidence that such release satisfies the foregoing requirement and such automatic release has occurred (and the Administrative Agent and the Collateral Agent may rely conclusively on such certificate without further inquiry); (d) if at the sole option of the Lead Borrower, Holdings or any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary existing entity constituting “Holdings” shall be automatically released from its obligations under the Guaranty if such entity ceases to be the direct parent of the Lead Borrower as a result of a transaction or designation permitted pursuant to the definition thereof and (ii) any Liens granted otherwise permitted hereunder, subject to the assumption of all obligations of “Holdings” under the Loan Documents by such other Subsidiary that directly owns 100% of the issued and outstanding Equity Interests in the Borrowers pursuant to the definition thereof and satisfaction of the Collateral and Guarantee Requirements or Liens on the Agreed Security Principles, as applicable, by such by such Subsidiary; provided that 100% of the Equity Interests of such Subsidiary the Borrowers shall be automatically releasedpledged to the Administrative Agent to secure the Obligations; and (e) the Collateral Agent may, without any further consent of any Lender, enter into (i) a First Lien Intercreditor Agreement with the collateral agent or other representatives of the holders of Indebtedness permitted under Section 7.03 that is intended to be secured on a pari passu basis with the Liens securing the Obligations, in each case, where such Indebtedness is secured by Liens permitted under Section 7.01 and/or (ii) a Junior Lien Intercreditor Agreement with the collateral agent or other representatives of the holders of Indebtedness permitted under Section 7.03 that is intended to be secured on a junior lien basis with the Liens securing the Obligations, in each case, where such Indebtedness is secured by Liens permitted under Section 7.01. The Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Lead Borrower as to whether any such other Liens are permitted. Any Junior Lien Intercreditor Agreement and any First Lien Intercreditor Agreement entered into by the Collateral Agent in accordance with the terms of this Agreement shall be binding on the Secured Parties. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11; provided that absent such confirmation in writing from the Required Lenders, the act of the Administrative Agent or the Collateral Agent making such request shall not prohibit the Administrative Agent or the Collateral Agent from releasing or subordinating its interests if it otherwise conclusively relies on a certificate of the Lead Borrower. In each case as specified in this Section 9.11, the Administrative Agent or the Collateral Agent will promptly upon the request of the Lead Borrower (and each Lender irrevocably authorizes and requires the Administrative Agent and the Collateral Agent to), at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party the Lead Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11 (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate of a Responsible Officer of the Lead Borrower to that effect provided to it by any Loan Party upon its reasonable request without further inquiry). Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent. Each Lender and each other Secured Party agrees that it will take such action and execute any such documents as may be reasonably requested by the Lead Borrower, at the Borrowers’ sole cost and expense, in connection with any of the foregoing releases or any such subordination and irrevocably authorizes and requires the Administrative Agent and the Collateral Agent to take such action and execute any such document and consents to such reliance by the Administrative Agent or the Collateral Agent on a certificate from a Responsible Officer of the Lead Borrower certifying as the satisfaction of any of the requirements in this Section 9.11. For the avoidance of doubt, no release of Collateral or Guarantors effected in the manner permitted by this Section 9.11 shall require the consent of any holder of obligations under Secured Hedge Agreement or any Treasury Services Agreements.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower or any of its Restricted Domestic Subsidiaries that are GuarantorsRestricted Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if (i) in the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder or (ii) in the case of Holdings, as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Interim Loan Facility, the Senior Subordinated Interim Loan Facility, the Senior Notes, the Senior Subordinated Notes, the Exchange Notes or any other Junior Financing; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer)) and the Borrower notifies the Administrative Agent in writing that it wishes such Guarantor to be released from its obligations under the Guaranty, (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically released; provided that no such release shall occur if such Subsidiary continues to be a guarantor in respect of the Senior Interim Loan Facility, the Senior Subordinated Interim Loan Facility, the Senior Notes, the Senior Subordinated Notes, the Exchange Notes or any other Junior Financing. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agreeauthorize the Administrative Agent: (a) that to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (xA) obligations under Secured Hedge Agreements not yet due and payableHedging Obligations, (yB) Cash Management Obligations, (C) FNIS Notes Obligations not yet due and payable and (zD) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit and any other obligation (including or provision therefor in full in a guarantee that is contingent in naturemanner reasonably satisfactory to each L/C Issuer), (ii) at the time the property subject to such Lien that is transferred sold or to be transferred sold as part of or in connection with any transfer sale permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantorsa Loan Party, (iii) subject to Section 10.0111.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (db) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement;; and (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent Guarantor from its obligations under any Loan Document to the holder of any Lien on such property that which it is permitted by Section 7.01(i) and (o); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty a party if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) provided that no such release shall occur if any Subsidiary such Guarantor shall cease continues to be a Material Subsidiary guarantor in respect of any Permitted Subordinated Indebtedness unless and until such Guarantor is (as certified in writing by a Responsible Officer), (ior is being simultaneously) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by guarantee with respect to such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedPermitted Subordinated Indebtedness. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Loan Documents pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the GuarantyLoan Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.11.”

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agreeauthorize the Administrative Agent: (a) that to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination all of the Aggregate Commitments and payment in full of all Obligations (other than (A) (x) obligations Cash Management Obligations and (y) Obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (zB) contingent indemnification obligations not yet accrued and payable)) having been paid in full, the expiration or termination of all Letters of Credit and any other obligation having been Cash Collateralized or otherwise back-stopped (including a guarantee that is contingent in natureby “grandfathering” into any future credit facilities), in each case, on terms reasonably satisfactory to the relevant L/C Issuer in its reasonable discretion, or having expired or having been terminated, and the Aggregate Commitments having expired or having been terminated; (ii) at the time the property subject to such Lien that is transferred Disposed of or to be transferred Disposed of as part of or in connection with any transfer permitted Disposition not prohibited hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantors, a Loan Party; (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, ; (iv) if the property subject to such Lien is owned by a Guarantor, Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, ; or (v) if the property subject to such Lien becomes subject to the exclusions set forth as expressly provided in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this AgreementDocuments; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o);; and (c) that to release any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person becomes an Excluded Subsidiary or an Unrestricted Subsidiary (or otherwise ceases to be a Restricted Subsidiary under this Agreement) as a result of a transaction or designation permitted hereunderunder this Agreement; and (d) provided that no such release shall occur with respect to an entity that becomes an Excluded Subsidiary or an Unrestricted Subsidiary if any Subsidiary such Guarantor shall cease continues to be a Material Subsidiary guarantor in respect of any Unsecured Financing Obligation unless and until each guarantor is (as certified in writing by a Responsible Officer), (ior is being simultaneously) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by guarantee with respect to such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedUnsecured Financing Obligation. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.119.08. In each case as specified in this Section 9.119.08, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.119.08 and without any representation or warranty whatsoever.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agreeauthorize the Administrative Agent: (a) that to release any Lien on any property (including leased property) granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payableAgreements, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature)Credit, (ii) at the time the property subject to such Lien that is transferred (or for which the lease is terminated) or to be transferred (or for which the lease is to be terminated) as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower Holdings, Dollarama or any of its Restricted Subsidiaries that are GuarantorsRestricted Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o);; and (c) that to release any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) provided that no such release shall occur if any Subsidiary such Guarantor shall cease continues to be a Material Subsidiary (as certified guarantor in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) respect of any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedJunior Financing. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to)will, at the BorrowerDollarama’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and assignment, security interest and hypothec granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree:authorize the Administrative Agent, at its option and in its discretion, (a) that to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon the termination of the Aggregate Commitments and Revolving Credit Commitment, payment in full of all the Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Specified Cash Management Agreements and Specified Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature)Credit, (ii) at the time the property subject to such Lien that is transferred sold or to be transferred otherwise disposed of as part of or in connection with any transfer sale or other disposition permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are GuarantorsRecovery Event, or (iii) subject to as approved in accordance with Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement;12.01; and (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person becomes an Excluded Subsidiary or ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedLoan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Guaranty, pursuant to this Section 9.1111.10. In each case as specified The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of any collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in this Section 9.11connection therewith, nor shall the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Loan Party such documents as such Loan Party may reasonably request Lenders for any failure to evidence the release monitor or subordination maintain any portion of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11collateral.

Collateral and Guaranty Matters. The Lenders (including in its capacities their capacity as a potential Cash Management Bank and a potential Hedge Bilateral Letter of Credit Bank) irrevocably agree: : (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Obligations in respect of any Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations and other contingent obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit and any (other obligation (including a guarantee than Letters of Credit that is contingent in naturehave been Cash Collateralized or back-stopped to the reasonable satisfaction of the applicable L/C Issuer), (ii1) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantorsother Loan Party, (iii2) subject to Section ‎Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv3) if the property subject to such Lien is owned by a GuarantorGuarantorLoan Party, upon release of such Guarantor GuarantorLoan Party from its obligations under its Guaranty pursuant to clause (c‎(c) or (d‎(d) below, below or (v4) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; Excluded Property; (b) the Administrative Agent is authorized to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(iclauses (g) and (o); h) of the definition of “Permitted Liens”; (c) that if any Subsidiary Guarantor shall be automatically released from its obligations under or Borrower (other than the Guaranty if such Person Parent Borrower) ceases to be a Restricted Subsidiary Subsidiary, or becomes an Excluded Subsidiary, in each case as a result of a transaction or designation permitted hereunder; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary hereunder (as certified in writing delivered to the Administrative Agent by a Responsible OfficerOfficer of the Parent Borrower), (ix) such Subsidiary shall be automatically released from its obligations under the Guaranty and all other Loan Documents and (iiy) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary (to the extent such Equity Interests have become Excluded Property or are being transferred to a Person that is not a Loan Party) shall be automatically released. Upon request by ; provided that no such automatic release shall occur if (x) such Subsidiary Guarantor or Borrower (other than the Administrative Agent at Parent Borrower) continues to be a guarantor or co-borrower, as applicable, in respect of any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release Incremental Equivalent Debt or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guarantyother Indebtedness, in each case case, with an aggregate outstanding principal amount in accordance with the terms excess of the Loan Documents and this Section 9.11.Threshold Amount or (y) such Subsidiary Guarantor or Borrower (other than the Parent Borrower) becomes an Excluded 184 #95488248v20

Collateral and Guaranty Matters. The Lenders (including Each Lender irrevocably authorizes the Administrative Agent, at its option and in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agreediscretion: (a) that to release any Lien to the extent securing the Obligations on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Term Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property subject to such Lien that is transferred sold or to be transferred sold as part of or in connection with any transfer sale permitted hereunder to a Person that is not a Loan Party or under any other the Loan Document to any Person other than the Borrower Documents or any of its Restricted Subsidiaries that are Guarantors, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreementaccordance with Section 10.01; (b) to release any Guarantor from its Guarantee of the Obligations under the Collateral Agreement (i) upon termination of the Aggregate Term Commitments and payment in full of all Obligations (other than contingent indemnification obligations not yet due and payable) or (ii) if approved, authorized or ratified in writing in accordance with Section 10.01; (c) to release any Guarantor from its Guarantee of the Obligations under the Collateral Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder (unless such Person continues to guarantee the ABL Credit Agreement); and (d) to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunderDocument; and (de) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (establish intercreditor arrangements in connection with Refinancing Notes or other Indebtedness as certified in writing contemplated by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedthis Agreement. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of propertyCollateral, or to release any Guarantor from its obligations Guarantee of the Obligations under the Guaranty Collateral Agreement pursuant to this Section 9.119.10. In each case as specified in this Section 9.119.10, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.documents

Collateral and Guaranty Matters. The TheEach Lenders (including in its capacities capacity as a potential Cash Management Bank counterparty to a Secured Hedge Agreement or Treasury Services Agreement) and a potential Hedge Bank) each other Secured Party by its acceptance of the Collateral Documents irrevocably agreeagrees: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations Treasury Services Agreements not yet due and payable and (zy) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination or cash collateralization of all Letters of Credit and any other obligation (including a guarantee that is contingent in natureor if such Letters of Credit have been backstopped by letters of credit reasonably satisfactory to the applicable L/C Issuers or deemed reissued under another agreement reasonably satisfactory to the applicable L/C Issuers), (ii) at the time the property subject to such Lien is transferred Disposed or to be transferred Disposed as part of or in connection with any transfer Disposition permitted hereunder or under any other Loan Document to any Person other than a Person required to gxxxx x Xxxx to the Borrower Administrative Agent or any the Collateral Agent under the Loan Documents (or, if such transferee is a Person required to gxxxx x Xxxx to the Administrative Agent or the Collateral Agent on such asset, at the option of its Restricted Subsidiaries the applicable Loan Party, such Lien on such asset may still be released in connection with the transfer so long as (y) the transferee grants a new Lien to the Administrative Agent or Collateral Agent on such asset substantially concurrently with the transfer of such asset and (z) the priority of the new Lien is the same as that are Guarantorsof the original Lien and the Lien of the Secured Parties on such asset is not impaired or otherwise adversely affected by such release and granting of such new Lien as reasonably determined by the Administrative Agent),, (iii) subject to Section ‎Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) to the extent such asset constitutes an Excluded Asset or (v) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d‎(c) below; provided that, or (v) if the property subject to such Lien becomes subject without limitation to the exclusions set forth in the last paragraph operation of the definition automatic releases described in this clause (a), a certificate of a Responsible Officer, delivered at the option of the Borrower, to the Administrative Agent with respect to any release described in this clause (a) stating that the Borrower has determined in good faith that such release satisfies the foregoing requirements shall be conclusive evidence that such release satisfies the foregoing requirement and such automatic release has occurred (and the Administrative Agent and the Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this AgreementAgent may rely conclusively on such certificate without further inquiry); (b) to Thatthat upon the request of the Borrower, the Administrative Agent and the Collateral Agent mayshall release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and Sections 7.01 (b), (e), (f), (g), (i), (j), (k), (l), (n), (o), (p), (q), (r), (s), (t), (u) or, (w) (in the case of clause (w), to the extent required by the terms of the obligations secured by such Liens), (x), (z), (aa), (ff), (gg), (hh), (ii) (to the extent the applicable Liens are securing any Permitted Refinancing directly or indirectly permitted under Section 7.03(b)), (jj), (kk), (ll) or (mm) pursuant to documents reasonably acceptable to the Administrative Agent; (c) that Thatthat any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, the ABL Credit Agreement (other than Canadian Subsidiaries which guarantee Indebtedness under the ABL Credit Agreement) or any Junior Financing with a principal amount in excess of the Threshold Amount; andprovided, further, that, without limitation of the operation of the automatic releases described in this clause (c), a certificate of a Responsible Officer delivered at the option of the Borrower, to the Administrative Agent with respect to any such automatic release stating that such Subsidiary Guarantor has ceased to be a Restricted Subsidiary or has become an Excluded Subsidiary as a result of a transaction or designation permitted hereunder, as the case may be, shall be conclusive evidence that such release satisfies the foregoing requirement and such automatic release has occurred (and the Administrative Agent and the Collateral Agent may rely conclusively on such certificate without further inquiry); and (d) if the Collateral Agent may, without any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer)further consent of any Lender, enter into (i) such Subsidiary shall a ABL Intercreditor Agreement or First Lien Intercreditor Agreement with the collateral agent or other representatives of holders of Permitted Ratio Debt that is intended to be automatically released from its obligations under secured on a pari passu basis with the Guaranty and Liens securing the Obligations and/or (ii) a Junior Lienany Intercreditor Agreement with the collateral agent or other representatives of the holders of Indebtedness permittednot prohibited under Section 7.03 that is intended to be secured on a junior basis to the Liens securing the Obligations, in each case, where such Indebtedness isand secured by Liens permittednot prohibited under Section 7.01. The (and the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens granted are permittednot prohibited). Any First Lien Intercreditor Agreement, ABL Intercreditor Agreement or Junior Lien Intercreditor Agreement entered into by such Subsidiary or Liens the Collateral Agent in accordance with the terms of this Agreement shall be binding on the Equity Interests of such Subsidiary shall be automatically releasedSecured Parties. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section ‎Section 9.11; provided that absent such confirmation in writing from the Required Lenders, the act of the Administrative Agent or the Collateral Agent making such request shall not prohibit the Administrative Agent or the Collateral Agent from releasing or subordinating its interests if it otherwise conclusively relies on a certificate of the Borrower. In each case as specified in this Section ‎Section 9.11, the Administrative Agent or the Collateral Agent will promptly upon the request of the Borrower (and each Lender irrevocably authorizes and requires the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this ‎Section 9.11 (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate of a Responsible Officer of the Borrower to that effect provided to it by any Loan Party upon its reasonable request without further inquiry). Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent. Each Lender and each other Secured Party agrees that it will take such action and execute any such documents as may be reasonably requested by the Borrower, at the Borrower’s sole cost and expense, in connection with any of the foregoing releases or any such subordination and irrevocably authorizes and requires the Administrative Agent and the Collateral Agent to take such action and execute any such document and consents to such reliance by the Administrative Agent or the Collateral Agent on a certificate from a Responsible Officer of the Borrower certifying as the satisfaction of any of the requirements in this Section 9.11. For the avoidance of doubt, no release of Collateral or Guarantors effected in the manner permitted by this ‎Section 9.11 shall require the consent of any holder of obligations under Secured Hedge Agreement or any Treasury Services Agreements.

Collateral and Guaranty Matters. The Lenders Each Lender (including in its capacities capacity as a potential Cash Management Bank counterparty to a Secured Hedge Agreement or Treasury Services Agreement) and a potential Hedge Bank) each other Secured Party by its acceptance of the Collateral Documents irrevocably agreeagrees: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations Treasury Services Agreements not yet due and payable and (zy) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination or cash collateralization of all Letters of Credit and any other obligation (including a guarantee that is contingent in natureor if such Letters of Credit have been backstopped by letters of credit reasonably satisfactory to the applicable L/C Issuers or deemed reissued under another agreement reasonably satisfactory to the applicable L/C Issuers), (ii) at the time the property subject to such Lien is transferred Disposed or to be transferred Disposed as part of or in connection with any transfer Disposition permitted hereunder or under any other Loan Document to any Person other than a Person required to gxxxx x Xxxx to the Borrower Administrative Agent or any of its Restricted Subsidiaries that are Guarantorsthe Collateral Agent under the Loan Documents, (iii) subject to Section ‎Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) to the extent such asset constitutes an Excluded Asset or (v) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d‎(c) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to that upon the request of the Borrower, the Administrative Agent and the Collateral Agent may release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(iSections ‎7.01(u) and or ‎(w) (oin the case of clause ‎(w), to the extent required by the terms of the obligations secured by such Liens) pursuant to documents reasonably acceptable to the Administrative Agent; (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; andprovided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes or any Junior Financing with a principal amount in excess of the Threshold Amount; (d) if at the sole option of the Borrower, Holdings or any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary existing entity constituting “Holdings” shall be automatically released from its obligations under the Guaranty if such entity ceases to be the direct parent of the Borrower as a result of a transaction or designation permitted pursuant to the definition thereof and (ii) any Liens granted otherwise permitted hereunder, subject to the assumption of all obligations of “Holdings” under the Loan Documents by such other Domestic Subsidiary or Liens on that directly owns 100% of the issued and outstanding Equity Interests in the Borrower pursuant to the definition thereof and satisfaction of the Collateral and Guarantee Requirements by such Domestic Subsidiary; provided that 100% of the Equity Interests of such Subsidiary the Borrower shall be automatically releasedpledged to the Administrative Agent to secure the Obligations; and (e) the Collateral Agent may, without any further consent of any Lender, enter into (i) a First Lien Intercreditor Agreement with the collateral agent or other representatives of holders of Permitted Ratio Debt that is intended to be secured on a pari passu basis with the Liens securing the Obligations and/or (ii) a Junior Lien Intercreditor Agreement with the collateral agent or other representatives of the holders of Indebtedness permitted under ‎Section 7.03 that is intended to be secured on a junior Lien basis to the Liens securing the Obligations, in each case, where such Indebtedness is secured by Lxxxx permitted under ‎Section 7.01. The Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted. Any First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement entered into by the Collateral Agent in accordance with the terms of this Agreement shall be binding on the Secured Parties. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section ‎Section 9.11. In each case as specified in this Section ‎Section 9.11, the Administrative Agent or the Collateral Agent will promptly upon the request of the Borrower (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this ‎Section 9.11 (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate of a Responsible Officer of the Borrower to that effect provided to it by any Loan Party upon its reasonable request without further inquiry). Any execution and delivery of documents pursuant to this Section 9.11shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent. For the avoidance of doubt, no release of Collateral or Guarantors effected in the manner permitted by this ‎Section 9.11 shall require the consent of any holder of obligations under Secured Hedge Agreements or any Treasury Services Agreements.

Collateral and Guaranty Matters. The Lenders Each Lender (including in its capacities capacity as a potential Cash Management Bank counterparty to a Secured Hedge Agreement or Treasury Services Agreement) and a potential Hedge Bank) each other Secured Party by its acceptance of the Collateral Documents irrevocably agreeagrees: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations Treasury Services Agreements not yet due and payable and (zy) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination or cash collateralization of all Letters of Credit and any other obligation (including a guarantee that is contingent in natureor if such Letters of Credit have been backstopped by letters of credit reasonably satisfactory to the applicable L/C Issuers or deemed reissued under another agreement reasonably satisfactory to the applicable L/C Issuers), (ii) at the time the property subject to such Lien is transferred Disposed or to be transferred Disposed as part of or in connection with any transfer Disposition permitted hereunder or under any other Loan Document to any Person other than a Person required to gxxxx x Xxxx to the Borrower Administrative Agent or any of its Restricted Subsidiaries that are Guarantorsthe Collateral Agent under the Loan Documents, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) to the extent such asset constitutes an Excluded Asset or (v) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below; provided that, or (v) if the property subject to such Lien becomes subject without limitation to the exclusions set forth in the last paragraph operation of the definition automatic releases described in this clause (a), a certificate of a Responsible Officer, delivered at the option of the Lead Borrower, to the Administrative Agent with respect to any release described in this clause (a) stating that the Lead Borrower has determined in good faith that such release satisfies the foregoing requirements shall be conclusive evidence that such release satisfies the foregoing requirement and such automatic release has occurred (and the Administrative Agent and the Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this AgreementAgent may rely conclusively on such certificate without further inquiry); (b) to that upon the request of the Lead Borrower, the Administrative Agent and the Collateral Agent shall release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(iSections 7.01(u) and or (ow) (in the case of clause (w), to the extent required by the terms of the obligations secured by such Liens) pursuant to documents reasonably acceptable to the Administrative Agent; (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; andprovided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Junior Financing 4849-7283-2717 229 with a principal amount in excess of the Threshold Amount; provided, further that, without limitation of the operation of the automatic releases described in this clause (c), a certificate of a Responsible Officer delivered at the option of the Lead Borrower, to the Administrative Agent with respect to any such automatic release stating that such Subsidiary Guarantor has ceased to be a Restricted Subsidiary or has become an Excluded Subsidiary as a result of a transaction or designation permitted hereunder, as the case may be, shall be conclusive evidence that such release satisfies the foregoing requirement and such automatic release has occurred (and the Administrative Agent and the Collateral Agent may rely conclusively on such certificate without further inquiry); (d) if at the sole option of the Lead Borrower, Holdings or any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary existing entity constituting “Holdings” shall be automatically released from its obligations under the Guaranty if such entity ceases to be the direct parent of the Lead Borrower as a result of a transaction or designation permitted pursuant to the definition thereof and (ii) any Liens granted otherwise permitted hereunder, subject to the assumption of all obligations of “Holdings” under the Loan Documents by such other Subsidiary that directly owns 100% of the issued and outstanding Equity Interests in the Borrowers pursuant to the definition thereof and satisfaction of the Collateral and Guarantee Requirements or Liens on the Agreed Security Principles, as applicable, by such by such Subsidiary; provided that 100% of the Equity Interests of such Subsidiary the Borrowers shall be automatically releasedpledged to the Administrative Agent to secure the Obligations; and (e) the Collateral Agent may, without any further consent of any Lender, enter into (i) a First Lien Intercreditor Agreement with the collateral agent or other representatives of the holders of Indebtedness permitted under Section 7.03 that is intended to be secured on a pari passu basis with the Liens securing the Obligations, in each case, where such Indebtedness is secured by Liens permitted under Section 7.01 and/or (ii) a Junior Lien Intercreditor Agreement with the collateral agent or other representatives of the holders of Indebtedness permitted under Section 7.03 that is intended to be secured on a junior lien basis with the Liens securing the Obligations, in each case, where such Indebtedness is secured by Liens permitted under Section 7.01. The Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Lead Borrower as to whether any such other Liens are permitted. Any Junior Lien Intercreditor Agreement and any First Lien Intercreditor Agreement entered into by the Collateral Agent in accordance with the terms of this Agreement shall be binding on the Secured Parties. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11; provided that absent such confirmation in writing from the Required Lenders, the act of the Administrative Agent or the Collateral Agent making such request shall not prohibit the Administrative Agent or the Collateral Agent from releasing or subordinating its interests if it otherwise conclusively relies on a certificate of the Lead Borrower. In each case as specified in this Section 9.11, the Administrative Agent or the Collateral Agent will promptly upon the request of the Lead Borrower (and each Lender irrevocably authorizes and requires the Administrative Agent and the Collateral Agent to), at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party the Lead Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, 4849-7283-2717 230 in each case in accordance with the terms of the Loan Documents and this Section 9.11 (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate of a Responsible Officer of the Lead Borrower to that effect provided to it by any Loan Party upon its reasonable request without further inquiry). Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent. Each Lender and each other Secured Party agrees that it will take such action and execute any such documents as may be reasonably requested by the Lead Borrower, at the Borrowers’ sole cost and expense, in connection with any of the foregoing releases or any such subordination and irrevocably authorizes and requires the Administrative Agent and the Collateral Agent to take such action and execute any such document and consents to such reliance by the Administrative Agent or the Collateral Agent on a certificate from a Responsible Officer of the Lead Borrower certifying as the satisfaction of any of the requirements in this Section 9.11. For the avoidance of doubt, no release of Collateral or Guarantors effected in the manner permitted by this Section 9.11 shall require the consent of any holder of obligations under Secured Hedge Agreement or any Treasury Services Agreements.

Collateral and Guaranty Matters. The Lenders At the written request and sole expense of the Borrower, which written request shall also include a certification from a Responsible Officer certifying to the Administrative Agent and/or the Collateral Agent that such release is permitted under this Section 8.11 [Collateral and Guaranty Matters] and that such transaction is in compliance with this Agreement and the other Loan Documents (including in its capacities as a potential Cash Management Bank which certification the Administrative Agent and a potential Hedge Bank) irrevocably agree: (a) the Collateral Agent may, but is not obligated to, rely on), the Administrative Agent and/or the Collateral Agent shall promptly provide the releases of Collateral or Guarantors permitted to be released under this Section 8.11 [Collateral and Guaranty Matters] subject to evidence of such transaction and release documentation reasonably satisfactory to the Administrative Agent and/or the Collateral Agent except that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under may, but shall not be obligated, to provide such releases for such Property to be sold but not yet sold or such Property subject to a lease that is about to expire but not yet expired. Upon any Loan Document shall be automatically released of the Collateral constituting (i) upon termination personal property being Disposed of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations as permitted under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration this Agreement or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at Property on which the time Liens securing the property subject to such First Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantors, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing Debt have been released by the Required LendersFirst Lien Agent, (iv) if the property subject to then such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o); (c) that any Subsidiary Guarantor shall be automatically released from its obligations the Liens created under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunderapplicable Security Instrument; and provided that (dx) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically released. Upon request by the Administrative Agent at and the Collateral Agent shall provide any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from Lien release requested by the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case Borrower in accordance with this Section and (y) nothing in this sentence shall in any event limit the terms Mortgage Requirement or the obligation of the Loan Documents and this Section 9.11Parties to comply with Sections 5.08 [Collateral Matters; Guaranties] or 6.23 [Deposit Accounts; Securities Accounts] hereof.

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential potential, Bank Product Bank and/or Hedge Bank) and the Issuers irrevocably agreeauthorizes the Administrative Agent (including in its capacity as Collateral Agent) to, and the Administrative Agent agrees that it will: (a) that release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations and liabilities under Secured Hedge Agreements not yet due and payableand, (y) Cash Management Obligations not yet due and payable Bank Product Obligations as to which arrangements satisfactory to the applicable Hedge Bank or, Cash Management Bank or Bank Product Bank, respectively, shall have been made and (zy) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and any other obligation (including a guarantee that is contingent in natureeach applicable Issuer shall have been made), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower or any of its Restricted Domestic Subsidiaries that are Guarantors, (iii) subject to Section 10.0112.1, if the release of such Lien is approved, authorized or ratified in writing by the Required Requisite Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o9.1(i); (c) that release any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if (i) in the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder or (ii) in the case of Holdings, as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Term Facility or any Junior Financing; and (d) if any Subsidiary Guarantor shall cease to be a Material Domestic Subsidiary (as certified in writing by a Responsible OfficerOfficer of the Borrower), and the Borrower notifies the Administrative Agent in writing that it wishes such Guarantor to be released from its obligations under the Guaranty and provides the Administrative Agent and the Collateral Agent such certifications or documents as either such Agent shall reasonably request, (i) release such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) release any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary; provided that no such release shall occur if such Subsidiary shall continues to be automatically releaseda guarantor in respect of any Term Facility or any Junior Financing. Upon request by the Administrative Agent at any time, the Required Requisite Lenders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.1111.11. In each case as specified in this Section 9.1111.11, the Administrative applicable Agent will promptly (and each Lender irrevocably authorizes the Administrative applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.1111.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agreeauthorize the Administrative Agent: (a) that to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination all of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations (i) Cash Management Obligations and (ii) Obligations under Secured Hedge Agreements not yet due and payable, and (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable)) having been paid in full, the expiration or termination of all Letters of Credit and any other obligation having been Cash Collateralized or otherwise back-stopped (including a guarantee that is contingent by “grandfathering” into any future credit facilities), in nature)each case, on terms reasonably satisfactory to the relevant L/C Issuer in its reasonable discretion, or having expired or having been terminated, and the Aggregate Commitments having expired or having been terminated, (ii) at the time the property subject to such Lien that is transferred Disposed of or to be transferred Disposed of as part of or in connection with any transfer Disposition permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantorsa Loan Party, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, Lenders (iv) if the property subject to such Lien is owned by a Guarantor, Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth as expressly provided in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this AgreementDocuments; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and or (oz);; and (c) that to release any Subsidiary Guarantor shall be automatically released or any Borrower (other than the Parent Borrower) from its obligations under the Guaranty and this Agreement, as applicable, if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; and (d) if any Subsidiary Guarantor provided that no such release shall cease occur with respect to an entity that ceases to be a Material Restricted Subsidiary or becomes an Excluded Subsidiary if such Guarantor or Borrower continues to be a guarantor or borrower in respect of any Specified Junior Financing Obligation unless and until such Guarantor or Borrower is (as certified in writing by a Responsible Officer), (ior is being simultaneously) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by guarantee or borrowing obligation, as applicable, with respect to such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedSpecified Junior Financing Obligation. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty or Credit Agreement, as applicable, pursuant to this Section 9.119.08. In each case as specified in this Section 9.119.08, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.119.08.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature)Credit, (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower or any of its Restricted Domestic Subsidiaries that are GuarantorsRestricted Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o);; and (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) provided that no such release shall occur if any Subsidiary such Guarantor shall cease continues to be a Material Subsidiary (as certified guarantor in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) respect of any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedJunior Financing. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification and expense reimbursement obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature)Credit, (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower or any of its Restricted Domestic Subsidiaries that are GuarantorsRestricted Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o);; and (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) PROVIDED that no such release shall occur if any Subsidiary such Guarantor shall cease continues to be a Material Subsidiary (as certified guarantor in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) respect of any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedJunior Financing. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s 's expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Security Agent or the Collateral Taiwan Security Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower Company or any of its Restricted Subsidiaries that are GuarantorsRestricted Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Security Agent or the Collateral Taiwan Security Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o);; and (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) provided that no such release shall occur if any Subsidiary such Guarantor shall cease continues to be a Material Subsidiary (as certified guarantor in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) respect of any Liens granted by such Subsidiary Second Lien Indebtedness or Liens on the Equity Interests of such Subsidiary shall be automatically releasedany Junior Financing. Upon request by the Administrative Security Agent at any time, the Required Lenders will confirm in writing the Administrative Security Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Security Agent will promptly (and each Lender irrevocably authorizes the Administrative Security Agent to), at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities capacity as a potential Cash Management Bank and counterparty to a potential Secured Hedge BankAgreement or Treasury Services Agreement) irrevocably agree: : (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations Treasury Services Agreements not yet due and payable and (zy) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination or cash collateralization of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature)Credit, (ii) at the time the property subject to such Lien is transferred Disposed or to be transferred Disposed as part of or in connection with any transfer Disposition permitted hereunder or under any other Loan Document to any Person other than a Person required to xxxxx x Xxxx to the Borrower Administrative Agent or any the Collateral Agent under the Loan Documents (or, if such transferee is a Person required to xxxxx x Xxxx to the Administrative Agent or the Collateral Agent on such asset, at the option of its Restricted Subsidiaries the applicable Loan Party, such Lien on such asset may still be released in connection with the transfer so long as (y) the transferee grants a new Lien to the Administrative Agent or Collateral Agent on such asset substantially concurrently with the transfer of such asset and (z) the priority of the new Lien is the same as that are Guarantorsof the original Lien and the Lien of the Secured Parties on such asset is not impaired or -193- otherwise adversely affected by such release and granting of such new Lien as reasonably determined by the Administrative Agent), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) to the extent such asset constitutes an Excluded Asset or (v) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; ; (b) to That upon the request of the Borrower, the Administrative Agent and the Collateral Agent may release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(iSections 7.01(u) and or (o); w) (c) that any Subsidiary Guarantor shall be automatically released from its obligations under in the Guaranty if such Person ceases to be a Restricted Subsidiary as a result case of a transaction or designation permitted hereunder; and clause (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officerw), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically released. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with extent required by the terms of the Loan Documents and this Section 9.11.obligations secured by such Liens) pursuant to documents reasonably acceptable to the Administrative Agent;

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agreeagree that: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature)Credit, (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower or any of its Restricted Subsidiaries that are Guarantorsother Guarantor, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and ), or (op);; and (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunderhereunder (including as a result of a Guarantor being redesignated as an Unrestricted Subsidiary); and (d) provided that no such release shall occur if any Subsidiary such Guarantor shall cease continues to be a Material Subsidiary (as certified guarantor in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under respect of the Guaranty and (ii) Senior Subordinated Notes or any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedJunior Financing. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Domestic Subsidiaries that are GuarantorsRestricted Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; andprovided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the High Yield Notes or any Junior Financing; (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (Subsidiary, as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the any Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically released; provided that no such release shall occur if such Subsidiary continues to be a guarantor in respect of the High Yield Notes or any Junior Financing; and (e) the Collateral Agent may, without any further consent of any Lender, enter into (i) a First Lien Intercreditor Agreement with the collateral agent or other representatives of holders of Permitted Other Debt that is intended to be secured on a pari passu basis with the Obligations and/or (ii) a Second Lien Intercreditor Agreement with the collateral agent or other representatives of the holders of Indebtedness permitted under Section 7.03, where such Indebtedness is secured by Liens permitted under Section 7.01. The Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted. Any First Lien Intercreditor Agreement or Second Lien Intercreditor Agreement entered into by the Collateral Agent in accordance with the terms of this Agreement shall be binding on the Secured Parties. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Domestic Subsidiaries that are GuarantorsRestricted Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the High Yield Notes or any Junior Financing; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (Subsidiary, as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the any Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically released; provided that no such release shall occur if such Subsidiary continues to be a guarantor in respect of the High Yield Notes or any Junior Financing. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree:, subject to the terms of the Intercreditor Agreement, the Additional First Lien Intercreditor Agreement (if then in effect), and the Additional Junior Lien Intercreditor Agreement (if then in effect): (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, and (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantorsother Subsidiary Guarantor, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon release of such Subsidiary Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, below or (v) if the property subject to such Lien becomes subject as required pursuant to the exclusions set forth in the last paragraph terms of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Intercreditor Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and 7.04 to the extent required by law or the terms of this Agreement (oother than Liens securing Permitted First Priority Refinancing Debt, Additional First Lien Indebtedness, Permitted Junior Priority Refinancing Debt or any Additional Junior Lien Indebtedness);; and (c) that any Restricted Subsidiary that is a Subsidiary Guarantor shall be automatically released from its obligations under the its Guaranty (i) if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and hereunder (d) if any including as a result of a Restricted Subsidiary that is a Subsidiary Guarantor being redesignated as an Unrestricted Subsidiary); provided that no such release shall cease occur if such Subsidiary Guarantor continues to be a Material Subsidiary guarantor in respect of the Senior Notes, the 2020 Senior Subordinated Notes, any Subordinated Indebtedness, the ABL Credit Agreement, any Credit Agreement Refinancing Indebtedness (as certified in writing by a Responsible Officerother than Refinancing Term Loans), any Incremental Equivalent Debt or any other Indebtedness (iother than Loans) such Subsidiary shall be automatically released from its obligations under in excess of the Guaranty Threshold Amount (and Permitted Refinancings in respect of the foregoing) or (ii) in connection with any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedPermitted Foreign Restructuring. Upon request by the Administrative Agent at any time, the Required Lenders (or such greater number of Lenders as may be required under Section 10.01) will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the its Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Subsidiary Guarantor from its obligations under the its Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Secured Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or backstopped or as to which other arrangements reasonably satisfactory to the Administrative Agent and any other obligation (including a guarantee that is contingent in naturethe applicable L/C Issuer have been made), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder (including any Asset Disposition permitted hereunder) or under any other Loan Document to any Person other than any other Loan Party (provided that in the event of a transfer of assets from a Loan Party to another Loan Party organized in a different jurisdiction, the Collateral Agent shall, upon request of the Borrower or any of its Restricted Subsidiaries that are Guarantorsother Loan Party, release such Lien if such transferee Loan Party takes all actions reasonably necessary to xxxxx x Xxxx in such transferred assets to the Collateral Agent (to the extent required by the Collateral and Guarantee Requirement)) or in connection with the Staggered Emergence, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (cb) or (dc) below, or (v) if the property subject to such Lien becomes subject Excluded Property or (vi) solely with respect to any Lien granted pursuant to the exclusions set forth in DIP Collateral Documents, upon the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this AgreementConversion Date; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted a Permitted Lien under clauses (i) or (l) (in the case of clause (l), upon the reasonable request of the Borrower, to the extent required by Section 7.01(ithe terms of the agreements governing such Permitted Lien) and (o);of the definition thereof; and (c) that any to release a Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty Guarantee Agreement, if such Person Subsidiary Guarantor ceases to be a Restricted Subsidiary, or becomes an Excluded Subsidiary or is a Designated Entity, in each case as a result of a transaction permitted hereunder or designation permitted hereunder; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary hereunder (as certified in writing delivered to the Administrative Agent by a Responsible Officer), Officer of the Borrower) or as a result of the Staggered Emergence (i) such provided that the release of any Subsidiary shall be automatically released Guarantor from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests Loan Documents solely as a result of such Subsidiary Guarantor becoming an Excluded Subsidiary of the type described in clause (b) of the definition thereof shall only be automatically releasedpermitted if such Subsidiary Guarantor becomes such an Excluded Subsidiary pursuant to a transaction with a third party that is not otherwise an Affiliate of the Borrower and such transaction was not for the primary purpose of releasing the Guarantee of such Subsidiary Guarantor). Upon Notwithstanding anything contained herein to the contrary, upon request by the Administrative Agent at any time, the Required Lenders will shall confirm in writing the Administrative Agent’s irrevocable authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11; provided that the absence of such confirmation shall not affect in any way the validity of the automatic releases of security interest or Guaranty contemplated by this Agreement or the Administrative Agent’s obligations to comply with the provisions of the immediately following sentence. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request (i) to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsDocuments (including the filing of termination statements or the return of pledged collateral), or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11; provided, that prior to any such request, the Borrower shall have in each case delivered to the Administrative Agent written request therefor and, to the extent reasonably requested by the Administrative Agent, a certificate of the Borrower to the effect that the release of such Guarantor or Collateral, as applicable, is in compliance with the Loan Documents. Each of the Lenders irrevocably authorizes the Administrative Agent to rely on any such certificate without independent investigation and release its interests in any Collateral or release any Guarantor from its obligations under the Loan Documents pursuant to this Section 9.11 (including, in each case of the foregoing, by filing applicable termination statements and/or returning pledged Collateral); it being acknowledged and agreed by each Secured Party that the Administrative Agent, in its capacity as such, shall have no liability with respect to relying on such certificate and taking actions to evidence such release.

Collateral and Guaranty Matters. (a) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents for the benefit of the Lenders and the other Secured Parties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Collateral Documents. (b) The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (ai) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (iA) upon termination of the Aggregate Commitments and Commitments, the payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) and the cash collateralization (by pledge of, and deposit with or delivery to the applicable L/C Issuer of, Cash Collateral in an amount equal to 105% of the Outstanding Amount of such Letter of Credit pursuant to documentation in form and substance reasonably satisfactory to such L/C Issuer), the expiration or termination of, or the implementation of other arrangements satisfactory to the applicable L/C Issuer in its sole discretion in respect of, all Letters of Credit and any other obligation (including a guarantee that is contingent in naturecollectively, the “Release Conditions”), (iiB) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or and under any each other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantorsother Loan Party, (iiiC) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (ivD) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon release of such Subsidiary Guarantor from its obligations under its Guaranty pursuant to clause (c) or (diii) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (bii) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Permitted Lien on such property that is permitted by Section 7.01(i) and (o);; and (ciii) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty and the Liens granted by such Person under the Collateral Documents shall be automatically released (A) upon satisfaction of the Release Conditions or (B) if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and hereunder (d) if any including as a result of a Subsidiary Guarantor being designated as an Unrestricted Subsidiary); provided that no release described in the foregoing clause (B) shall cease occur if (after giving effect to be a Material Subsidiary (as certified in writing by a Responsible Officer), (isuch release) such Subsidiary shall be automatically released from its obligations under Guarantor is a guarantor of any Indebtedness of the Guaranty and (ii) Borrower or any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedRestricted Subsidiary. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 9.119.11(b). In each case as specified in this Section 9.119.11(b), the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Subsidiary Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.119.11(b). (c) The Administrative Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agreeauthorize the Administrative Agent: (a) that to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payableAgreements, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit and any other obligation (including as a guarantee that is contingent result of a Letter of Credit being deemed to be no longer outstanding hereunder in natureaccordance with the Cash Collateralization or back-to-back letter of credit provisions set forth in Section 2.03(g)), (ii) at the time the property subject to such Lien that is sold, disposed of or transferred or to be sold, disposed of or transferred as part of or in connection with any sale, disposition or transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantorsa Loan Party, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, below or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph that constitutes assets or Equity Interests of the definition of Collateral and Guarantee Requirement any Restricted Subsidiary that is designated as an Unrestricted Subsidiary pursuant to a transaction not prohibited by this AgreementSection 6.14; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(iXxxxxxx 0.00(x), (x), (x), (x), (x), (x), (x), (x) and (osolely to the extent refinancing Indebtedness secured by a Lien permitted under Section 7.01(r) or (t)) (x); (c) that to release any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes or any Junior Financing unless and until each guarantor is (or is being simultaneously) released from its guarantee with respect to the Senior Notes or such Junior Financing; and (d) if to release any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under Lien on any Collateral upon the Guaranty and (ii) consummation of any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically released. Upon request transaction permitted by the Administrative Agent at any time, the Required Loan Documents. The Lenders will hereby confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of propertythe Collateral, or the Administrative Agent’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.119.08. In each case as specified in this Section 9.119.08, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s expense, promptly execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.119.08.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Domestic Subsidiaries that are GuarantorsRestricted Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o7.01(j); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the any Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically released, provided, in each case, the corresponding release is also provided for in the Second Lien Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agreeagree that: (a) that any Lien on any property granted to or held by the any Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower or any of its Restricted Domestic Subsidiaries that are GuarantorsRestricted Subsidiaries; provided that no Lien granted to or held by any Administrative Agent or the Collateral Agent under any Loan Document on any property shall be released unless all Junior Liens on such property are released substantially simultaneously in the same manner, (iii) if such Lien was required solely as a result of the application of clause (i) or (j) of the definition of Collateral and Guarantee Requirement and such Lien is no longer required to be provided pursuant to clause (k) of the definition of Collateral and Guarantee Requirement, (iv) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (ivv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the any Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o);; provided that no Lien granted to or held by any Administrative Agent or the Collateral Agent under any Loan Document on any property shall be released or subordinated unless all Junior Liens on such property are released or subordinated substantially simultaneously in the same manner; and (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunderhereunder or if such Guarantor was required to provide a Guaranty solely as a result of the application of clause (i) or (j) of the definition of Collateral and Guarantee Requirement and is no longer required to provide a Guaranty pursuant to clause (k) of the definition of Collateral and Guarantee Requirement; and (d) provided that no such release shall occur if any Subsidiary such Guarantor shall cease continues to be a Material Subsidiary (as certified guarantor in writing by a Responsible Officer)respect of any Junior Lien Indebtedness, (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) High Yield Notes or any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedSubordinated Financing. Upon request by the an Administrative Agent at any time, the Required Lenders will confirm in writing the such Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the each Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent Agents to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11. In addition, each Lender acknowledges that obligations of the Borrower and the Guarantors in respect of Junior Lien Indebtedness and certain Permitted Refinancing Indebtedness and under certain Permitted Refinancing Indebtedness Documents, and certain obligations related thereto, may be secured by Liens on assets of the Borrower and the Guarantors that constitute Collateral, in each case to the extent permitted hereby. Each Lender hereby irrevocably authorizes the Administrative Agents and/or the Collateral Agent to execute and deliver the intercreditor agreement referred to in the definition of the term “Permitted Refinancing Indebtedness,” any Junior Lien Intercreditor Agreement and any documents relating to any of the foregoing (including any amendments to the Collateral Documents) as the Borrower may request and the Administrative Agents and the Collateral Agent shall determine to be appropriate to cause such Indebtedness, and certain obligations related thereto, to be secured as contemplated hereunder, in each case subject to the requirements set forth herein with respect to such Indebtedness and without any further consent, authorization or other action by any Lender. In the case of any Collateral the perfection of which, or the enforcement of rights in respect of which, is governed by the Laws of a jurisdiction other than the United States of America, each Lender hereby irrevocably authorizes the Administrative Agents and/or the Collateral Agent (i) to execute and deliver any other intercreditor agreement that the Administrative Agents and/or the Collateral Agent shall have determined will, to the extent practicable, provide to the Lenders substantially the same benefits, and impose upon the Lenders substantially the same burdens, in respect of their rights in respect of such Collateral or any Lien thereon as is contemplated by the applicable Intercreditor Agreement (and any such other intercreditor agreement shall, for all purposes hereof (including Section 10.01), be deemed to be an Intercreditor Agreement of the applicable type) and (ii) to the extent the Administrative Agents and/or the Collateral Agent shall have determined that the granting or perfection of multiple Liens on any Collateral is not permitted or reasonably practicable to achieve under the Laws of such jurisdiction, to enter into such alternative collateral documents, including collateral documents providing for a single Lien securing the Obligations and any other Indebtedness or obligations, as the Administrative Agents and/or the Collateral Agent shall have determined to be advisable for purposes of providing, to the extent practicable, the Lenders substantially the same benefits, and imposing upon the Lenders substantially the same burdens, in respect of their rights in respect of any Collateral or any Lien thereon as is contemplated by the applicable Intercreditor Agreement. Each Lender irrevocably agrees that (A) upon the execution and delivery of any Intercreditor Agreement (or any other intercreditor agreement referred to above) and any documents relating to any of the foregoing (including any amendments to the Collateral Documents), each Lender will be bound by the provisions thereof as if it were a signatory thereto and will take no actions contrary to the provisions thereof and (B) none of the Lenders or any other Secured Party shall have any right of action whatsoever against any Administrative Agent or the Collateral Agent as a result of any action taken by such Agent as contemplated by this paragraph or in accordance with the terms of any Intercreditor Agreement (or any other intercreditor agreement referred to above) or any documents relating to any of the foregoing. Each Lender acknowledges that, to the extent set forth in the definitions of such terms, the terms and conditions of any Junior Lien Intercreditor Agreement (and, as set forth above, the terms and conditions of any other intercreditor agreement referred to above and any alternative collateral documents) shall be determined by the Administrative Agents, and hereby irrevocably authorizes the Administrative Agents to make such determination and agrees that neither any Administrative Agent nor any of its Agent-Related Persons shall have any liability in connection with (and none of the Lenders or any other Secured Party shall have any right of action whatsoever against such Administrative Agent or the Collateral Agent as a result of) any such determination. Each Lender further irrevocably authorizes the Administrative Agents and the Collateral Agent to enter into such amendments, supplements or other modifications to any Intercreditor Agreement (or any other intercreditor agreement referred to above) in connection with any extension, renewal, refinancing or replacement of any Loans or any other Indebtedness as the Administrative Agents or the Collateral Agent, as applicable, may determine to be required to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender.

Collateral and Guaranty Matters. The Lenders Each of the Secured Parties (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: authorizes and directs the Administrative Agent: (a) that to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of on the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature)Termination Date, (ii) at the time the property subject to such Lien that is transferred sold or to be transferred sold as part of or in connection with any transfer sale permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantorsa Loan Party, (iii) subject to Section 10.01‎Section 11.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon release of such Subsidiary Guarantor from its obligations under its Subsidiary Guaranty pursuant to clause (c‎Section 9.10(b) or (d) below, below or (v) if the property subject otherwise becomes an Excluded Asset or ceases to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; constitute Collateral; (b) to release any Subsidiary Guarantor from its obligations under any Loan Document to which it is a party if such Person (i) ceases to be a Restricted Subsidiary, (ii) ceases to be a Subsidiary, (iii) becomes an Excluded Subsidiary (other than any Excluded Subsidiary the Borrower elects to maintain as a Subsidiary Guarantor) or (iv) in the Borrower’s sole discretion, release at any time, any Excluded Subsidiary, that the Borrower, in its sole discretion, previously elected to cause to become a Subsidiary Guarantor, from its obligations under the Guaranty Agreement, in each case of clauses ‎(i), ‎(ii) and ‎(iii), as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of any Senior Unsecured Notes or any Permitted Refinancing thereof, any Senior Secured Notes or any Permitted Refinancing thereof or any Junior Indebtedness with a principal amount in excess of the Threshold Amount unless and until such 174 Subsidiary Guarantor is (or is being simultaneously) released from its guarantee with respect to such Indebtedness; provided, further, that (a) solely in the case of any election to maintain a Non-U.S. Discretionary Guarantor as a Subsidiary Guarantor, consent of the Administrative Agent shall be required prior to such election, such consent not to be unreasonably withheld, delayed or conditioned (it being understood that such consent may be withheld if the Administrative Agent reasonably determines that such Non-U.S. Discretionary Guarantor is organized under the laws of a jurisdiction (i) where the amount and enforceability of the contemplated guarantee that may be entered into by a Person organized in the relevant jurisdiction is materially and adversely limited by applicable law or contractual limitations, (ii) where the security interests (and the enforceability thereof) that may be granted with respect to assets (or various classes of assets) located in the relevant jurisdiction are materially and adversely limited by applicable law or (iii) that is not a member of the Organization for Economic Cooperation and Development or is the target of any Sanctions; provided, that no such consent shall be required for the Borrower’s election to maintain an Excluded Subsidiary as a Subsidiary Guarantor if such Excluded Subsidiary was already a Guarantor and has not changed its jurisdiction of organization and/or is organized under the laws of the United States, Canada, the United Kingdom, the Netherlands and Luxembourg) and (b) unless previously provided with respect to such Non-U.S. Discretionary Guarantor, the Administrative Agent shall have received at least two Business Days prior to such election all documentation and other information in respect of such Excluded Subsidiary as has been reasonably requested by the Administrative Agent in writing that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (and, upon any request made by a Lender to the Administrative Agent, the Administrative Agent will provide the Lenders with all such information made available to it in accordance with, and subject to, the provisions of this Agreement); and (c) to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(iSections ‎7.01(f), ‎7.01(i), ‎7.01(m), ‎7.01(p), ‎7.01(s), ‎7.01(t), ‎7.01(v), ‎7.01(x) and (o); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under to the Guaranty if such Person ceases extent the relevant Lien is of the type to which the Lien of the Administrative Agent is otherwise required to be a Restricted Subsidiary subordinated under this clause ‎(c) pursuant to any of the other exceptions to ‎Section 7.01 that are expressly included in this clause ‎(c)), ‎7.01(y) (to the extent the relevant Lien secures Indebtedness permitted under ‎Section 7.03(z)(i)) and/or ‎7.01(ff); provided, that the subordination of any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent shall only be required with respect to any Lien on such property that is permitted by Sections ‎7.01(f), ‎7.01(i), ‎7.01(m), ‎7.01(p), ‎7.01(s), ‎7.01(t), ‎7.01(v), ‎7.01(x), ‎7.01(y) and/or ‎7.01(ff) to the extent that the Lien of the Administrative Agent or the Collateral Agent (as a result of a transaction or designation applicable) with respect to such property is required to be subordinated to the relevant Lien permitted hereunderby ‎Section 7.01 in accordance with the documentation governing the Indebtedness that is secured by such Lien permitted by ‎Section 7.01; and and (d) if to enter into any Subsidiary Guarantor shall cease subordination, intercreditor, collateral trust and/or similar agreement contemplated hereunder, including any Acceptable Intercreditor Agreement, including with respect to be a Material Subsidiary (as certified in writing by a Responsible Officer), Indebtedness that is (i) such Subsidiary shall required or permitted to be automatically released from its obligations under the Guaranty and subordinated in right of payment hereunder and/or (ii) secured by Liens and required or permitted to be pari passu with or junior to the Liens securing the Secured Obligations, and with respect to which Indebtedness, an intercreditor, subordination, collateral trust or similar agreement is contemplated under this Agreement and including an Acceptable Intercreditor Agreement, an “Additional Agreement”, and the Secured Parties party hereto acknowledge that any Liens granted by such Subsidiary or Additional Agreement is binding upon them. Each Secured Party party hereto hereby (a) agrees that they will be bound by, and will not take any action contrary to, the provisions of any Additional Agreement and (b) authorizes and instructs the Administrative Agent to enter into any Additional Agreement and to subject the Liens on the Equity Interests Collateral securing the Secured Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the Secured Parties to extend credit to the Borrower, and the Secured Parties are intended third-party beneficiaries of such Subsidiary shall be automatically releasedprovisions and the provisions of any Intercreditor Agreement and/or any Additional Agreement. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty Loan Documents pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.‎Section 175

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower Borrowers or any other Domestic Subsidiaries of its Restricted Subsidiaries Holdings that are GuarantorsRestricted Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty Obligations pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under Obligations if (i) in the Guaranty if case of any Subsidiary, such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder or (ii) in the case of Holdings, as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes or any Junior Financing; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer)) and the Parent Borrower notifies the Administrative Agent in writing that it wishes such Guarantor to be released from its Obligations, (i) such Subsidiary shall be automatically released from its obligations under the Guaranty Obligations and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically released; provided that no such release shall occur if such Subsidiary continues to be a guarantor in respect of the Senior Notes or any Junior Financing. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Obligations pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Parent Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the GuarantyObligations, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agreeagree that: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature)Credit, (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower or any of its Restricted Subsidiaries that are Guarantorsother Guarantor, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o);; and (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunderhereunder (including as a result of a Guarantor being redesignated as an Unrestricted Subsidiary); and (d) provided that no such release shall occur if any Subsidiary such Guarantor shall cease continues to be a Material Subsidiary (as certified guarantor in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under respect of the Guaranty and (ii) Senior Subordinated Notes or any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedother Junior Financing. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree:agree (and authorizes the Administrative Agent and/or the Collateral Agent, as the case may be, to take any advisable action to effectuate any of the following): (a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the Secured Parties; (b) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon expiration or termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations Obligations under Secured Hedge Agreements not yet due and payableAgreements, (y) Obligations under Secured Cash Management Obligations not yet due and payable Agreements and (z) contingent indemnification or expense reimbursement obligations not yet accrued and payable), ) (the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature“Termination Date”), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower a Loan Party (whether as a Disposition or any of its Restricted Subsidiaries that are Guarantorsan Investment), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required LendersLenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, below or (v) if the property subject to such Lien becomes subject and to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreementextent such property constitutes an Excluded Asset; (bc) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to, and to the extent required by, the holder of any Lien on such property that is permitted by Section 7.01(i) and (o), Section 7.01(n), Section 7.01(p), or, to the extent related to the foregoing, Section 7.01(ff); (cd) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted wholly owned Subsidiary that is not an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; and provided that (di) no such release shall occur if any Subsidiary such Guarantor shall cease continues (after giving effect to the consummation of such transaction or designation) to be a Material Subsidiary (as certified guarantor in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under respect of any Indebtedness of the Guaranty Borrower or any Guarantor and (ii) if any Liens granted by Guarantor becomes an Excluded Subsidiary because it is no longer a wholly owned Subsidiary, such Guarantor shall not be released except pursuant to a transaction (1) where such Subsidiary becomes a joint venture with (x) a non-Affiliate or Liens on (y) to the Equity Interests extent consented to by the Required Lenders, an Affiliate, in each case, for bona fide business purposes (other than financing), (2) for fair market value (estimated in good faith by the Borrower) and (3) the purpose of which was not to evade the Collateral and Guarantee Requirement; (e) Reserved; and (f) to act collectively through the Administrative Agent or Collateral Agent and, without limiting the delegation of authority to the Administrative Agent or Collateral Agent set forth herein, the Required Lenders shall direct the Administrative Agent or Collateral Agent with respect to the exercise of rights and remedies hereunder (including with respect to alleging the existence or occurrence of, and exercising rights and remedies as a result of, any Default or Event of Default in each case that could be waived with the consent of the Required Lenders), and such Subsidiary rights and remedies shall not be automatically releasedexercised other than through the Administrative Agent or Collateral Agent; provided that the foregoing shall not preclude any Lender from exercising any right of set-off in accordance with the provisions of Section 10.09 or enforcing compliance with the provisions set forth in the first proviso of Section 10.01 or from exercising rights and remedies (other than the enforcement of Collateral) with respect to any payment default after the occurrence of the Maturity Date with respect to any Loans made by it. In connection with any request to the Administrative Agent or Collateral Agent by the Borrower to take any of the foregoing actions, the Borrower shall deliver a certificate signed by a Responsible Officer that certifies that the proposed transaction complies with the terms of the Credit Agreement. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) will confirm in writing the Administrative Agent’s or Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative applicable Agent will promptly (and each Lender irrevocably authorizes the Administrative applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11; provided, that the Borrower has delivered a certificate, executed by a Responsible Officer of the Borrower on or prior to the date any such action is requested to be taken by the Administrative Agent or Collateral Agent, certifying that the applicable transaction is permitted under the Loan Documents (and the Lenders hereby authorize the Administrative Agent or Collateral Agent to rely upon such certificate in performing its obligations under this Section 9.11).

Collateral and Guaranty Matters. The Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree:authorize the Administrative Agent to, and the Administrative Agent will upon the request of the Borrowers, (a) that release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under including Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) Obligations, but excluding other contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer sale or other Disposition permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are GuarantorsDocument, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Majority Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this AgreementSection; (b) release any Guarantor from its obligations under any of the Guaranties if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; (c) release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o); (cd) that release any Subsidiary Guarantor shall be automatically released from its obligations under the applicable Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (de) if release any Subsidiary Guarantor shall cease that ceases to be a Material Subsidiary (as certified in writing after receipt by the Administrative Agent of a written certificate of a Responsible Officer), (iOfficer certifying thereto) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) release any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedGuarantor. Upon request by the Administrative Agent at any time, the Required Majority Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty pursuant to this Section 9.119.10. In each case as specified in this Section 9.119.10, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party or any Subsidiary such documents as such Loan Party the Borrowers may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsSecurity Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the applicable Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.119.10. Royal Bank has adopted internal policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and related legislation (the “Flood Laws”). Royal Bank, as administrative agent or collateral agent on a syndicated facility, will post on the applicable electronic platform (or otherwise distribute to each lender in the syndicate) documents that it receives in connection with the Flood Laws. However, Royal Bank reminds each lender and participant in the facility that, pursuant to the Flood Laws, each federally regulated lender (whether acting as a lender or participant in the facility) is responsible for assuring its own compliance with the flood insurance requirements.

Collateral and Guaranty Matters. The Lenders (including in its capacities their capacity as a potential Cash Management Bank and a potential Hedge Bilateral Letter of Credit Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Obligations in respect of any Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations and other contingent obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit and any (other obligation (including a guarantee than Letters of Credit that is contingent in naturehave been Cash Collateralized or back-stopped to the reasonable satisfaction of the applicable L/C Issuer), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantorsother Loan Party, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, below or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this AgreementExcluded Property; (b) the Administrative Agent is authorized to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(iclauses (g) and (o)h) of the definition of “Permitted Liens”; (c) that if any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary Subsidiary, or becomes an Excluded Subsidiary, in each case as a result of a transaction or designation permitted hereunder; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary hereunder (as certified in writing delivered to the Administrative Agent by a Responsible OfficerOfficer of the Parent), (ix) such Subsidiary shall be automatically released from its obligations under the Guaranty and (iiy) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary (to the extent such Equity Interests have become Excluded Property or are being transferred to a Person that is not a Loan Party) shall be automatically released; provided that no such automatic release shall occur if (x) such Subsidiary Guarantor continues to be a guarantor or co-borrower, as applicable, in respect of any Incremental Equivalent Debt or any other Indebtedness, in each case, with an aggregate outstanding principal amount in excess of the Threshold Amount or (y) such Subsidiary Guarantor becomes an Excluded Subsidiary solely under clause (h) of the definition of “Excluded Subsidiary” unless in connection with a bona fide Disposition of the Equity Interests of such Subsidiary Guarantor to a Person that is not a Loan Party or an Affiliate of a Loan Party that is permitted hereunder; and (d) [reserved]. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11. Prior to releasing or subordinating its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11, the Administrative Agent and/or the Collateral Agent shall be entitled to receive a certificate of a Responsible Officer of the Parent stating that such actions are permitted under this Agreement. Neither the Administrative Agent nor the Collateral Agent shall be liable for any such release undertaken in reliance upon any such certificate of a Responsible Officer of the Parent. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the anythe Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Secured Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or back-stopped or as to which other arrangements reasonably satisfactory to the Revolving Facility Administrative Agent and any other obligation (including a guarantee that is contingent in naturethe applicable L/C Issuer have been made), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder (including any Asset Disposition permitted hereunder) or under any other Loan Document to any Person other than any other Loan Party (provided that in the event of a transfer of assets from a Loan Party to another Loan Party organized in a different jurisdiction, the Collateral Agent shall, upon request of the Borrower or any of its Restricted Subsidiaries that are Guarantorsother Loan Party, release such Lien if such transferee Loan Party takes all actions reasonably necessary to xxxxx x Xxxx in such transferred assets to the Collateral Agent (to the extent required by the Collateral and Guarantee Requirement)), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, below or (v) if the property subject to such Lien becomes subject to Excluded Property; (provided that the exclusions set forth release of any Subsidiary Guarantor from its obligations under the Loan Documents solely as a result of such Subsidiary Guarantor becoming an Excluded Subsidiary of the type described in the last paragraph clause (j) or (l) of the definition of Collateral and Guarantee Requirement thereof shall only be permitted if such Subsidiary Guarantor becomes such an Excluded Subsidiary pursuant to a transaction with a third party that is not prohibited by this Agreementotherwise an Affiliate of the Company and such transaction was not for the primary purpose of release the Guarantee of such Subsidiary Guarantor, and, in the case of an Excluded Subsidiary of the type described in clause (j) of the definition thereof, only if such Subsidiary Guarantor ceases to be a Restricted Subsidiary); (b) to release or subordinate any Lien on any property granted to or held by the anythe Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted a Permitted Lien under clauses (i) or (l) (in the case of clause (l), upon the reasonable request of the Company, to the extent required by Section 7.01(ithe terms of the agreements governing such Permitted Lien) and (o)of the definition thereof.; (c) that if any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary Subsidiary, or becomes an Excluded Subsidiary, in each case as a result of a transaction permitted hereunder or designation permitted hereunder; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary hereunder (as certified in writing delivered to the Administrative Agents by a Responsible Officer), Officer of the Company) (i) such provided that the release of any Subsidiary shall be automatically released Guarantor from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests Loan Documents solely as a result of such Subsidiary Guarantor becoming an Excluded Subsidiary of the type described in clause (j) or (l) of the definition thereof shall only be automatically releasedpermitted if such Subsidiary Guarantor becomes such an Excluded Subsidiary pursuant to a transaction with a third party that is not otherwise an Affiliate of the Company and such transaction was not for the primary purpose of release the Guarantee of such Subsidiary Guarantor, and, in the case of an Excluded Subsidiary of the type described in clause (j) of the definition thereof, only if such Subsidiary Guarantor ceases to be a Restricted Subsidiary). Upon Notwithstanding anything contained herein to the contrary, upon request by the Administrative any Administrativean Agent at any time, the Required Lenders will shall confirm in writing the such Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11; provided that the absence of such confirmation shall not affect in any way the validity of the automatic releases of security interest or Guaranty contemplated by this Agreement or each Administrativesuch Agent’s obligations to comply with the provisions of the immediately following sentence. In each case as specified in this Section 9.11, the Administrative Agent Administrativean Agents will promptly (and each Lender irrevocably authorizes the Administrative Agent Agents to), at the BorrowerCompany’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request (i) to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsDocuments (including the filing of termination statements or the return of pledged collateral), or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11; provided, that prior to any such request, the Company shall have in each case delivered to the Administrativesuch Agents written request therefor and, to the extent requested by any Administrativesuch Agent, a certificate of the Company to the effect that the release of such Guarantor or Collateral, as applicable, is in compliance with the Loan Documents. Each of the Lenders irrevocably authorizes the Administrativesuch Agents to conclusively rely on any such certificate without independent investigation and release its interests in any Collateral or release any Guarantor from its obligations under the Loan Documents pursuant to this Section 9.11 (including, in each case of the foregoing, by filing applicable termination statements and/or returning pledged Collateral); it being acknowledged and agreed by each Secured Party that each Administrativesuch Agent, in its capacity as such, shall have no liability with respect to relying on such certificate and taking actions to evidence such release.

Collateral and Guaranty Matters. The Lenders Each of the Secured Parties (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agreeauthorizes and directs the Administrative Agent: (ai) that to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of on the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature)Termination Date, (ii) at the time the property subject to such Lien that is transferred sold or to be transferred sold as part of or in connection with any transfer sale permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantorsa Loan Party, (iii) subject to Section 10.01‎Section 11.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, Subsidiary Guarantor upon release of such Subsidiary Guarantor from its obligations under its Subsidiary Guaranty pursuant to clause (c‎Section 9.10(b) or (d) below, below or (v) if the property subject otherwise becomes an Excluded Asset or ceases to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreementconstitute Collateral; (bii) to release any Subsidiary Guarantor from its obligations under any Loan Document to which it is a party if such Person (i) ceases to be a Restricted Subsidiary, (ii) ceases to be a Subsidiary, (iii) becomes an Excluded Subsidiary (other than any Excluded Subsidiary the Borrower elects to maintain as a Subsidiary Guarantor) or (iv) in the Borrower’s sole discretion, release at any time, any Excluded Subsidiary, that the Borrower, in its sole discretion, previously elected to cause to become a Subsidiary Guarantor, from its obligations under the Guaranty Agreement, in each case of clauses ‎(i), ‎(ii) and ‎(iii), as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of any Senior Unsecured Notes or any Permitted Refinancing thereof, any Senior Secured Notes or any Permitted Refinancing thereof or any Junior Indebtedness with a principal amount in excess of the Threshold Amount unless and until such Subsidiary Guarantor is (or is being simultaneously) released from its guarantee with respect to such Indebtedness; provided, further, that (a) solely in the case of any election to maintain a Non-U.S. Discretionary Guarantor as a Subsidiary Guarantor, consent of the Administrative Agent shall be required prior to such election, such consent not to be unreasonably withheld, delayed or conditioned (it being understood that such consent may be withheld if the Administrative Agent reasonably determines that such Non-U.S. Discretionary Guarantor is organized under the laws of a jurisdiction (i) where the amount and enforceability of the contemplated guarantee that may be entered into by a Person organized in the relevant jurisdiction is materially and adversely limited by applicable law or contractual limitations, (ii) where the security interests (and the enforceability thereof) that may be granted with respect to assets (or various classes of assets) located in the relevant jurisdiction are materially and adversely limited by applicable law or (iii) that is not a member of the Organization for Economic Cooperation and Development or is the target of any Sanctions; provided, that no such consent shall be required for the Borrower’s election to maintain an Excluded Subsidiary as a Subsidiary Guarantor if such Excluded Subsidiary was already a Guarantor and has not changed its jurisdiction of organization and/or is organized under the laws of the United States, Canada, the United Kingdom, the Netherlands and Luxembourg) and (b) unless previously provided with respect to such Non-U.S. Discretionary Guarantor, the Administrative Agent shall have received at least two Business Days prior to such election all documentation and other information in respect of such Excluded Subsidiary as has been reasonably requested by the Administrative Agent in writing that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (and, upon any request made by a Lender to the Administrative Agent, the Administrative Agent will provide the Lenders with all such information made available to it in accordance with, and subject to, the provisions of this Agreement); and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(iSections ‎7.01(f), ‎7.01(i), ‎7.01(m), ‎7.01(p), ‎7.01(s), ‎7.01(t), ‎7.01(v), ‎7.01(x) and (o); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under to the Guaranty if such Person ceases extent the relevant Lien is of the type to which the Lien of the Administrative Agent is otherwise required to be a Restricted Subsidiary subordinated under this clause ‎(c) pursuant to any of the other exceptions to ‎Section 7.01 that are expressly included in this clause ‎(c)), ‎7.01(y) (to the extent the relevant Lien secures Indebtedness permitted under ‎Section 7.03(z)(i)) and/or ‎7.01(ff); provided, that the subordination of any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent shall only be required with respect to any Lien on such property that is permitted by Sections ‎7.01(f), ‎7.01(i), ‎7.01(m), ‎7.01(p), ‎7.01(s), ‎7.01(t), ‎7.01(v), ‎7.01(x), ‎7.01(y) and/or ‎7.01(ff) to the extent that the Lien of the Administrative Agent or the Collateral Agent (as a result of a transaction or designation applicable) with respect to such property is required to be subordinated to the relevant Lien permitted hereunderby ‎Section 7.01 in accordance with the documentation governing the Indebtedness that is secured by such Lien permitted by ‎Section 7.01; and (div) if to enter into any Subsidiary Guarantor shall cease subordination, intercreditor, collateral trust and/or similar agreement contemplated hereunder, including any Acceptable Intercreditor Agreement, including with respect to be a Material Subsidiary (as certified in writing by a Responsible Officer), Indebtedness that is (i) such Subsidiary shall required or permitted to be automatically released from its obligations under the Guaranty and subordinated in right of payment hereunder and/or (ii) secured by Liens and required or permitted to be pari passu with or junior to the Liens securing the Secured Obligations, and with respect to which Indebtedness, an intercreditor, subordination, collateral trust or similar agreement is contemplated under this Agreement and including an Acceptable Intercreditor Agreement, an “Additional Agreement”), and the Secured Parties party hereto acknowledge that any Liens granted by such Subsidiary or Additional Agreement is binding upon them. Each Secured Party party hereto hereby (a) agrees that they will be bound by, and will not take any action contrary to, the provisions of any Additional Agreement and (b) authorizes and instructs the Administrative Agent to enter into any Additional Agreement and to subject the Liens on the Equity Interests Collateral securing the Secured Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the Secured Parties to extend credit to the Borrower, and the Secured Parties are intended third-party beneficiaries of such Subsidiary shall be automatically releasedprovisions and the provisions of any Intercreditor Agreement and/or any Additional Agreement. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty Loan Documents pursuant to this Section 9.11‎Section 9.10. In each case as specified in this Section 9.11‎Section 9.10, the Administrative Agent will promptly (and each Lender irrevocably authorizes requires the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence (i) the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsDocuments (including the filing of termination statements or the return of pledged collateral), or (ii) to evidence the release of such Subsidiary Guarantor from its obligations under the GuarantyLoan Documents, in each case in accordance with the terms of the Loan Documents and this ‎Section 9.10; provided, that prior to any such request, the Borrower shall have in each case delivered to the Administrative Agent written request therefor and, to the extent reasonably requested by the Administrative Agent, a certificate of the Borrower to the effect that the release of such Guarantor or Collateral, as applicable, is in compliance with the Loan Documents. Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent to rely on any such certificate without independent investigation and release its interests in any Collateral or release any Subsidiary Guarantor from its obligations under the Loan Documents pursuant to this ‎Section 9.10 (including, in each case of the foregoing, by filing applicable termination statements and/or returning pledged Collateral); it being acknowledged and agreed by each Lender that the Administrative Agent, in its capacity as such, shall have no liability with respect to relying on such certificate and taking actions to evidence such release. Subject to the second paragraph of Section 9.1111.03, anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each other Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral, to enforce the Guaranty or take any other enforcement action hereunder or under any other Loan Document, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms hereof and thereof and this paragraph is for the benefit of, and may be enforced by, each of the parties hereto. No Secured Hedging Agreement or Cash Management Obligations will create (or be deemed to create) in favor of counterparty that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Loan Documents except as expressly provided in the Security Agreement. By accepting the benefits of the Collateral, such counterparty shall be deemed to have appointed Administrative Agent, in its capacity as collateral agent, as its agent and agreed to be bound by the Loan Documents as a Secured Party, subject to the limitations set forth in this paragraph. The benefit of the provisions of the Loan Documents directly relating to the Collateral or any Lien granted thereunder shall extend to and be available to any Secured Party that is not the Administrative Agent, a Lender or an L/C Issuer as long as, by accepting such benefits, such Secured Party agrees, as among the Administrative Agent and all other Secured Parties, that such Secured Party is bound by (and, if requested by the Administrative Agent, shall confirm such agreement in a writing in form and substance acceptable to the Administrative Agent) this ‎Article 9, and ‎Section 11.09, and the decisions and actions of the Administrative Agent and the Required Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders) to the same extent a Lender is bound; provided that, notwithstanding the foregoing, (i) such Secured Party shall be bound by ‎Section 11.05 only to the extent of liabilities, costs and expenses relating to the Collateral held for the benefit of such Secured Party, in which case the obligations of such Secured Party thereunder shall be such Secured Party’s pro rata share (based on the amount of Obligations owing to such Secured Party relative to the aggregate amount of Obligations) of such liabilities, costs and expenses, (ii) except as set forth specifically herein, the Administrative Agent, the Lenders and the L/C Issuer shall be entitled to act in its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation and (iii) except as specifically set forth herein, such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under any Loan Document.

Collateral and Guaranty Matters. The Without limiting the provisions of Section 9.09, the Lenders (including each in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential Hedge Bank) provider of a Bilateral Letter of Credit Facility), the L/C Issuers and the other Secured Parties irrevocably agree:authorize the Administrative Agent, at its option and in its discretion, (a) that to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (xA) contingent indemnification obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (zB) contingent indemnification obligations not yet accrued and payable)liabilities under Secured Cash Management Agreements, Secured Hedge Agreements and/or the Bilateral Letter of Credit Facility) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and any other obligation (including a guarantee that is contingent in naturethe applicable L/C Issuer shall have been made), (ii) at the time the property subject to such Lien that is transferred Disposed of or to be transferred Disposed of to a Person other than a Loan Party as part of or in connection with any sale or other transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantors, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release any Guarantor from its obligations under the Guaranty (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (ii) if any Guarantor ceases to be a Domestic Subsidiary or if any Guarantor becomes a Subsidiary of a Foreign Subsidiary, a Relevant Disregarded Entity or an Excluded Subsidiary, in each case for purposes of this subclause (ii) as a result of a transaction permitted pursuant to the proviso to Section 7.04(a); and (c) to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) to release any Liens on any property granted to or held by such Subsidiary the Administrative Agent under any Loan Document that is or Liens on the Equity Interests of such Subsidiary shall be automatically releasedbecomes an Excluded Asset. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.119.09. In each case as specified in this Section 9.119.09, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsDocuments or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.119.09. In each case as specified in this Section 9.09, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment, security interest and Xxxx granted under the Collateral Documents, and, if applicable, return any possessory collateral or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.09. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. The Lenders irrevocably agree (including if then in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree:effect, subject to the terms of any Intercreditor Agreement): (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower or any of its Restricted Domestic Subsidiaries that are GuarantorsRestricted Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if (i) in the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder or (ii) in the case of Holdings, as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Interim Loan Facility, the Senior Subordinated Interim Loan Facility, the Senior Notes, the Senior Subordinated Notes, the Exchange Notes or any other Junior Financing; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer)) and the Borrower notifies the Administrative Agent in writing that it wishes such Guarantor to be released from its obligations under the Guaranty, (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically released; provided that no such release shall occur if such Subsidiary continues to be a guarantor in respect of the Senior Interim Loan Facility, the Senior Subordinated Interim Loan Facility, the Senior Notes, the Senior Subordinated Notes, the Exchange Notes or any other Junior Financing. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property subject US-DOCS\79529473.13 to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Domestic Subsidiaries that are GuarantorsRestricted Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; andprovided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes or any Junior Financing; (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (Subsidiary, as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the any Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically released; provided that no such release shall occur if such Subsidiary continues to be a guarantor in respect of the Senior Notes or any Junior Financing; and (e) the Collateral Agent may, without any further consent of any Lender, enter into (i) a First Lien Intercreditor Agreement with the collateral agent or other representatives of holders of Permitted Other Debt that is intended to be secured on a pari passu basis with the Obligations, (ii) a Second Lien Intercreditor Agreement with the collateral agent or other representatives of the holders of Indebtedness permitted under Section 7.03, where such Indebtedness is secured by Liens permitted under Section 7.01 and/or (iii) any other agreement or instrument effecting or evidencing any release provided for in clause (a), (b), (c) or (d) of this Section 9.11. The Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted. Any First Lien Intercreditor Agreement, Second Lien Intercreditor Agreement or other agreement or instrument entered into pursuant to this Section 9.11(e) by the Collateral Agent in accordance with the terms of this Agreement shall be binding on the Secured Parties. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations US-DOCS\79529473.13 under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agreeauthorize the Administrative Agent: (a) that to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination all of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations (i) Cash Management Obligations and (ii) Obligations under Secured Hedge Agreements not yet due and payable, and (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable)) having been paid in full, the expiration or termination of all Letters of Credit and any other obligation having been Cash Collateralized or otherwise back-stopped (including a guarantee that is contingent by “grandfathering” into any future credit facilities), in nature)each case, on terms reasonably satisfactory to the relevant L/C Issuer in its reasonable discretion, or having expired or having been terminated, and the Aggregate Commitments having expired or having been terminated, (ii) at the time the property subject to such Lien that is transferred Disposed of or to be transferred Disposed of as part of or in connection with any transfer Disposition permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are Guarantorsa Loan Party, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, Lenders (iv) if the property subject to such Lien is owned by a Guarantor, Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth as expressly provided in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this AgreementDocuments; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and or (oz);; and (c) that to release any Subsidiary Guarantor shall be automatically released or any Borrower (other than the Parent Borrower) from its obligations under the Guaranty and the Credit Agreement, as applicable, if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; and (d) if any Subsidiary Guarantor provided that no such release shall cease occur with respect to an entity that ceases to be a Material Restricted Subsidiary or becomes an Excluded Subsidiary if such Guarantor or Borrower continues to be a guarantor or borrower in respect of any Specified Junior Financing Obligation unless and until such Guarantor or Borrower is (as certified in writing by a Responsible Officer), (ior is being simultaneously) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by guarantee or borrowing obligation, as applicable, with respect to such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedSpecified Junior Financing Obligation. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty or Credit Agreement, as applicable, pursuant to this Section 9.119.08. In each case as specified in this Section 9.119.08, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to)will, at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.119.08.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit (or upon cash collateralization of all Letters of Credit in a manner and any other obligation (including pursuant to arrangements reasonably satisfactory to the Administrative Agent or receipt of backstop letters of credit, in form and substance and from a guarantee that is contingent in naturefinancial institution, reasonably satisfactory to the Administrative Agent), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower or any of its Restricted Subsidiaries that are Guarantorsother Guarantor (whether as a Disposition or Investment), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) or Section 7.01(p); and (o); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunderhereunder (including as a result of a Guarantor being redesignated as an Unrestricted Subsidiary); and provided that no such release shall occur if such Guarantor continues (dafter giving effect to the consummation of such transaction or designation) if to be a guarantor in respect of any unsecured Indebtedness of the Borrower or any Subsidiary Guarantor shall cease or any Indebtedness of the Borrower or any Subsidiary Guarantor that is secured on a junior basis to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedObligations. Upon request by the Administrative Agent at any time, the Required Lenders (or such greater number of Lenders as may be required pursuant to Section 10.01) will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Banka) Each of the Secured Parties irrevocably agreeagrees: (ai) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (iv) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (xI) obligations under Obligations in respect of any Secured Hedge Agreements not yet due and payable, (yII) Cash Management Obligations not yet due and payable and (zIII) contingent indemnification obligations and other contingent obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit and any (other obligation (including a guarantee than Letters of Credit that is contingent in naturehave been Cash Collateralized or back-stopped to the reasonable satisfaction of the applicable L/C Issuer), (iiw) at the time the property subject to such Lien is transferred transferred, sold or to be transferred as part otherwise disposed of or in connection with any transfer a transaction permitted hereunder or under any other the Loan Document to any Person other than the Borrower or any of its Restricted Subsidiaries that are GuarantorsDocuments, (iiix) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (ivy) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (ciii) below or (d) below, or (vz) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph Excluded Property as a result of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreementpermitted under the Loan Documents; (bii) the Administrative Agent is authorized to release or to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o);; and (ciii) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer)Guaranty, (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary Guarantor or Liens on the Equity Interests of such Subsidiary Guarantor (to the extent such Equity Interests have become Excluded Property or are being transferred to a Person that is not a Loan Party) shall be automatically released, if such Person becomes an Excluded Subsidiary or ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents; provided that the release of any Subsidiary Guarantor from its obligations under this Agreement if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (h) of the definition thereof shall only be permitted if, at the time such Subsidiary Guarantor becomes an Excluded Subsidiary of such type, (1) no Event of Default shall have occurred and be outstanding or would result therefrom, (2) after giving effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 7.02 (as if such Person were then newly acquired) and such Investment is permitted pursuant to Section 7.02 at such time (it being understood and agreed that such Investment shall be deemed to be an Investment in the entire fair market value of the Subsidiary subject to such release, and not in the portion of the Equity Interests subject to such disposition), (3) such Subsidiary becomes a bona fide joint venture where the other Person taking Equity Interest in such Subsidiary is not an Affiliate of any Permitted Holder or any Loan Party, and the primary purpose of such transaction is not the release of any guarantee or Lien, and (4) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (1) and (3). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.119.10. In each case as specified in this Section 9.119.10, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.119.10. Prior to releasing or subordinating its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10, the Administrative Agent and/or the Collateral Agent shall be entitled to receive a certificate of a Responsible Officer of the Borrower stating that such actions are permitted under this Agreement. Neither the Administrative Agent nor the Collateral Agent shall be liable for any such release undertaken in reliance upon any such certificate of a Responsible Officer of the Borrower. (b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations Other Liabilities not yet due and payable and (zy) contingent indemnification obligations not yet accrued and payable), the expiration expiration, cash collateralization or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower Borrowers or any of its Restricted their Domestic Subsidiaries that are GuarantorsRestricted Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph is owned by a Caribbean Party, upon release of the definition of Collateral and Guarantee Requirement such Caribbean Party from its obligations pursuant to a transaction not prohibited by this Agreementclause (f) below; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o7.01(aa); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder, (i) such Subsidiary shall be automatically released from its obligations under any Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically released; andprovided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any Additional Permitted Debt, any Junior Financing or any Permitted Refinancing of the foregoing; (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the any Guaranty and (ii) any Liens granted by such Subsidiary or and Liens on the Equity Interests of such Subsidiary shall be automatically released; provided that no such release shall occur if such Subsidiary continues to be a guarantor in respect of the Senior Notes, any Additional Permitted Debt, any Junior Financing or any Permitted Refinancing of the foregoing; (e) the Agents may amend, restate, supplement or otherwise modify the Collateral Documents or the Senior Note Intercreditor Agreement or enter into new Collateral Documents or intercreditor agreements in connection with (A) any Additional Revolving Credit Amendment as provided in Section 2.17 and any Extension Amendment as provided in Section 2.23, (B) the addition or removal of any Caribbean Party as provided in Section 2.22 or (C) any Additional Permitted Debt or any Permitted Refinancing thereof or of the Senior Notes; and (f) if any Caribbean Subsidiary shall cease to be a Caribbean Party pursuant to Section 2.22, (i) such Caribbean Subsidiary shall be automatically released from its obligations under any Guaranty and (ii) any Liens granted by such Caribbean Subsidiary and, subject to the requirements of the Collateral and Guarantee Requirement, Liens on the Equity Interests of such Caribbean Subsidiary shall be automatically released; provided that no such release shall occur if such Subsidiary continues to be a guarantor in respect of the Senior Notes, any Additional Permitted Debt, any Junior Financing or any Permitted Refinancing of the foregoing. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree:, subject to the terms of the ABL Intercreditor Agreement, the Additional Junior Lien Intercreditor Agreement and any Additional Pari Passu Intercreditor Agreement (if then in effect): (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (ix) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, and (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower Borrowers or any of its Restricted Subsidiaries that are Guarantorsother Subsidiary Guarantor, (iii) subject to Section 10.019.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon release of such Subsidiary Guarantor from its obligations under its the Guaranty pursuant to clause (c) or (d) below, below or (v) if the property subject to such Lien becomes subject as required pursuant to the exclusions set forth in the last paragraph terms of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this ABL Intercreditor Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and 6.07 to the extent required by Law or the terms of this Agreement (oother than Liens securing any Additional Junior Lien Indebtedness or Additional Pari Passu Indebtedness);; and (c) that any Restricted Subsidiary that is a Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and hereunder (d) if any including as a result of a Restricted Subsidiary that is a Subsidiary Guarantor being redesignated as an Unrestricted Subsidiary); provided that no such release shall cease occur if such Subsidiary Guarantor continues to be a Material Subsidiary guarantor in respect of any of the Senior Notes, any Subordinated Obligations, the ABL Credit Agreement, any Incremental Equivalent Debt or any other Indebtedness (as certified other than Loans) in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under excess of the Guaranty Threshold Amount and (ii) Refinancing Indebtedness in respect of any Liens granted by such Subsidiary or Liens on of the Equity Interests of such Subsidiary shall be automatically releasedforegoing. Upon request by the Administrative Agent at any time, the Required Lenders (or such greater number of Lenders as may be required under Section 9.01) will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 9.118.11. In each case as specified in this Section 9.118.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Subsidiary Guarantor from its obligations under the Guaranty, in 140 each case in accordance with the terms of the Loan Documents and this Section 9.118.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit (or upon cash collateralization of all Letters of Credit in a manner and any other obligation (including pursuant to arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers or receipt of backstop letters of credit, in form and substance and from a guarantee that is contingent in naturefinancial institution, reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the any Borrower or any of its Restricted Subsidiaries that are GuarantorsGuarantor (whether as a Disposition or Investment), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by 95159948_7 the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o);; and (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and provided that no such release shall occur if such Guarantor continues (dafter giving effect to the consummation of such transaction or designation) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified guarantor in writing by respect of any unsecured Indebtedness, any Indebtedness that is secured on a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under junior basis to the Guaranty and (ii) Obligations or any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedJunior Financing. Upon request by the Administrative Agent at any time, the Required Lenders (or such greater number of Lenders as may be required pursuant to Section 10.01) will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit (or upon cash collateralization of all Letters of Credit in a manner and any other obligation (including pursuant to arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers or receipt of backstop letters of credit, in form and substance and from a guarantee that is contingent in naturefinancial institution, reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the any Borrower or any of its Restricted Subsidiaries that are GuarantorsGuarantor (whether as a Disposition or Investment), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o);; and (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and provided that no such release shall occur if such Guarantor continues (dafter giving effect to the consummation of such transaction or designation) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified guarantor in writing by respect of any unsecured Indebtedness, any Indebtedness that is secured on a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under junior basis to the Guaranty and (ii) Obligations or any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedJunior Financing. Upon request by the Administrative Agent at any time, the Required Lenders (or such greater number of Lenders as may be required pursuant to Section 10.01) will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), ) and the expiration or termination of all Letters of Credit (or upon cash collateralization of all Letters of Credit in a manner and any other obligation (including pursuant to arrangements reasonably satisfactory to the Administrative Agent or receipt of backstop letters of credit, in form and substance and from a guarantee that is contingent in naturefinancial institution, reasonably satisfactory to the Administrative Agent), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower or any of its Restricted Subsidiaries that are Guarantorsother Guarantor (whether as a Disposition or Investment), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (oor Section 7.01(p);; and (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunderhereunder (including as a result of a Guarantor being redesignated as an Unrestricted Subsidiary); and provided that no such release shall occur if such Guarantor continues (dafter giving effect to the consummation of such transaction or designation) if to be a guarantor in respect of any unsecured Indebtedness of the Borrower or any Subsidiary Guarantor shall cease or any Indebtedness of the Borrower or any Subsidiary Guarantor that is secured on a junior basis to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Subsidiary shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary shall be automatically releasedObligations. Upon request by the Administrative Agent at any time, the Required Lenders (or such greater number of Lenders as may be required pursuant to Section 10.01) will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit (unless the Letters of Credit in the Outstanding Amount of the L/C Obligations related thereto have been Cash Collateralized or if a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place) and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Restricted Domestic Subsidiaries that are GuarantorsRestricted Subsidiaries or any other Guarantor, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below, or (v) if the property subject to such Lien becomes subject to the exclusions set forth in the last paragraph of the definition of Collateral and Guarantee Requirement pursuant to a transaction not prohibited by this Agreement; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) and (o); (c) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of any Junior Financing in excess of the Threshold Amount or any Credit Agreement Refinancing Indebtedness; and (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer)) and the Borrower notifies the Administrative Agent in writing that it wishes such Subsidiary Guarantor to be released from its obligations under the Guaranty, (i) such Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty and (ii) any Liens granted by such Subsidiary Guarantor or Liens on the Equity Interests of such Subsidiary Guarantor shall be automatically released; provided that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of any Junior Financing in excess of the Threshold Amount or any Credit Agreement Refinancing Indebtedness. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.