Common use of Collateral and Guaranty Matters Clause in Contracts

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borrower: (a) release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations), (ii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), (o) or (s); and (c) release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary 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 other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement). Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.10. In each case as specified in this Section 9.10, the Collateral Agent will, at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described above, 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 security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree: (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 and (y) contingent obligations not yet accrued and payable) and the expiration or termination or Cash Collateralization of all Letters of Credit, (ii) at the time the property subject to such Lien is Disposed or to be substantially simultaneously Disposed as part of or in connection with any Disposition permitted hereunder or under any other Loan Document to any Person other than a Person required to xxxxx x Xxxx to the Administrative Agent or 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 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 of 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 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; (b) the Collateral Agent is authorized to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations), (ii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) release or subordinate any Lien on any property granted to or held by assets that are excluded from the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), (o) or (s); andCollateral; (c) release that any 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 Senior Notes or any other Indebtedness of the Borrower unless and until such Guarantor is Junior Financing; (or is being simultaneouslyd) that GLS shall be automatically released from its guaranty with respect obligations under the Guaranty if GLS ceases to such other Indebtedness. In addition, be a Guarantor pursuant to Section 11.09; and (e) (x) the Collateral Agent may, in its sole discretionwithout any further consent of any Lender, release such Agent’s Liens on any Collateral valued at $0.5 million enter into or less amend (provided that all such Collateral releases i) a First Lien Intercreditor Agreement with the collateral agent or other representatives of the holders of Permitted Notes issued pursuant to this paragraph Section 7.03(s) that are 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 that is permitted to be secured by a Lien on the 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 other Liens are permitted and (z) any First Lien Intercreditor Agreement or Second Lien Intercreditor Agreement entered into by the Collateral Agent shall not exceed $2.0 million in be binding on the aggregate during the term of this Agreement)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, as the case may be, ’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 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent or the Collateral Agent willwill (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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 DocumentsDocuments and this Section 9.11.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree: (a) release 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) Other Liabilities not yet due and payable and (y) contingent indemnification obligationsobligations not yet accrued and payable), the expiration, cash collateralization or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) that at the time the property subject to such Lien is sold transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than the Borrowers or any of their Domestic Subsidiaries or Canadian Subsidiaries that are Restricted 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 other Lenders as may be required under Section 10.01), 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) below, (v) if the property subject to such Lien is owned by a Caribbean Party, upon release of such Caribbean Party from its obligations pursuant to clause (f) below, (vi) as provided in Section 6.18(c), (vii) at any time selected by the Administrative Agent, in its discretion, but only with the consent of the Lead Borrower, if such property is a Mortgaged Property (A) which the Administrative Agent, the Collateral Agent, or any Lender has reasonably determined to be a Flood Property and (B) as to which the Lead Borrower has not received all of the confirmations contemplated in Section 10.25 within the time period specified in Section 10.25, or (viii) with respect to any Account (and Related Rights and Property), at the time the same is sold, transferred, or conveyed, or a security interest therein is granted, pursuant to a Permitted Receivables Financing; (b) to release or subordinate subordinate, as applicable, 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(j7.01(i), 7.01(aa), 7.01(ff), or, if such property constitutes Term Collateral, to the extent a Term Collateral Release or Term Collateral Subordination has occurred with respect to such Term Collateral (o) or (sand has not been rescinded as contemplated in Section 6.18(d); and); (c) release any Guarantor 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; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any other Indebtedness Additional Permitted Debt, any Junior Financing or any Permitted Refinancing of the Borrower unless and until foregoing; (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Guarantor is (or is being simultaneously) Subsidiary shall be automatically released from its guaranty obligations under any Guaranty and (ii) any Liens granted by such Subsidiary 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 any Additional Permitted Debt, any Junior Financing, or Additional Loan or any Permitted Refinancing of the foregoing; (e) the Agents (or either of them) may amend, restate, supplement or otherwise modify the Collateral Documents or any Acceptable Intercreditor Agreements or enter into new Collateral Documents or new Acceptable Intercreditor Agreements in connection with (A) any Additional 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; (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 any Additional Permitted Debt, any Junior Financing or any Permitted Refinancing of the foregoing; and (g) the Agents (or either of them) may enter into any intercreditor or subordination agreement in connection, or amend, restate, supplement or otherwise modify any existing intercreditor or subordination agreement, in each case, in connection with any Permitted Receivables Financing (to the extent such intercreditor or subordination agreement relates to the Accounts (and Related Rights and Property) sold, transferred, or conveyed, or in which security interests are granted, pursuant to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this AgreementPermitted Receivables Financing). Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.109.11. In each case as specified in this Section 9.109.11, the Collateral Administrative Agent willwill promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveBorrowers’ 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 Security 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 DocumentsDocuments and this Section 9.11.

Collateral and Guaranty Matters. The Lenders irrevocably authorize Without limiting the provision of Section 9.09, each of the Lenders (including in its capacities as a potential Secured Product Provider) and the L/C Issuers irrevocably authorize the Administrative Agent, and the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borrower:hereby agrees, (a) release that any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment Payment in full of all Secured Obligations (other than contingent indemnification obligations)Full, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan DocumentDocument to a Person that is not a Loan Party, (iii) that constitutes Excluded Assets, (iv) if the property subject to Section 10.01such Lien is owned by a Guarantor, upon the release of such Guarantor from its obligations under any Guaranty otherwise in accordance with the Loan Documents, (v) upon the pledge by any Loan Party (other than any such pledge in favor of another Loan Party) of any Collateral constituting Securitization Assets in connection with a Permitted Receivables Facility, (vi) as otherwise may be expressly provided in the relevant Collateral Documents, the last sentence of each of Sections 7.01 and 7.05 or in the Intercreditor Agreement, any Secured Other Letters of Credit Intercreditor Agreement or any Other Intercreditor Agreement or (vii) if approved, authorized or ratified in writing by in accordance with Section 10.01; (b) to automatically release any Loan Party (other than the Required Lenders, Company) (and the pledge of any equity interests in such Loan Party) from its obligations under the Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents (or (ivx) owned by in the case of a Guarantor upon release of such a Guarantor from its obligations under its Guaranty pursuant to any Guaranty, such Guarantor becomes an Excluded Subsidiary and (y) in the case of the release of the pledge of any equity interests in such Guarantor, such Guarantor becomes an Excluded Subsidiary under clause (a), (f), (g), or (h) of the definition thereof); and (c) below; (b) release or to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), (o7.01(i) or (s); and (c) release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary 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 other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this AgreementSection 7.01(x). Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor Loan Party (other than the Company) from its obligations under the Guaranty Loan Documents pursuant to this Section 9.10. In each case as specified in this Section 9.10, 9.10 the Collateral Administrative Agent will, at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveBorrowers’ 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 and security interest granted under the Security Collateral Documents, to return any Collateral, which is the subject of such release and in the possession of the Administrative Agent or its agent, to the Borrowers, or to subordinate its interest in such item, or to release such Guarantor Loan Party (other than the Company) from its obligations under the GuarantyLoan Documents, in each case in accordance with the terms of the Loan DocumentsDocuments and this Section 9.10. In the case of any such Disposition of any property constituting Collateral in a transaction permitted pursuant to Section 7.05, the Liens created by any of the Collateral Documents on such property shall be automatically released without need for further action by any Person. 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 authorize each of agree: that any Lien on any property granted to or held by the Administrative Agent and or the Collateral Agent tounder 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 and (y) contingent obligations not yet accrued and payable) and the expiration or termination or Cash Collateralization of all Letters of Credit, and (ii) at the time the property subject to such Lien is Disposed or to be substantially simultaneously Disposed as part of or in connection with any Disposition permitted hereunder or under any other Loan Document to any Person other than a Person required to xxxxx x Xxxx to the Administrative Agent shallor 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 request option of the Borrower: applicable Loan Party, such Lien on such asset may still be released in connection with the transfer so long as (ax) 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 of 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 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; the Collateral Agent is authorized to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations), (ii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) release or subordinate any Lien on any property granted to or held by assets that are excluded from the Collateral Agent under any Loan Document to the holder of any Lien on such property Collateral; that is permitted by Section 7.01(j), (o) or (s); and (c) release any 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 other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement). Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.10. In each case as specified in this Section 9.10, the Collateral Agent will, at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described above, 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 security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents.Junior Financing; and

Collateral and Guaranty Matters. The Lenders Lenders, the L/C Issuers and the Designated Pari Passu Facility Providers irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shallAgent, at the request of the Borrower:its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Total Revolving Credit Commitments and payment in full of all Secured Obligations (other than (x) contingent indemnification obligations)obligations not yet accrued and payable and (y) obligations in respect of Secured Treasury Management Agreements and Secured Hedge Agreements) and each Letter of Credit having been backstopped or Cash Collateralized, in each case, in amounts and pursuant to documentation in form and substance satisfactory to the Administrative Agent and the relevant L/C Issuer, (ii) that is sold Disposed or to be sold or otherwise disposed Disposed of as part of or in connection with any sale or other disposition transaction permitted hereunder or under any other Loan Document, (iii) subject to Section 10.0111.01, if approved, authorized or ratified in writing by the Required Lenders, Lenders or (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant that is on or with respect to clause (c) below;Mortgaged Property which is not Material Real Property; and (b) release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), (o) or (s); and (c) release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary or transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect hereunder or the application of any other Indebtedness clause (v) of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term definition of this Agreement)Excluded Subsidiary thereto. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s or Collateral Agent’s, as the case may be, authority to release or subordinate its interest in particular types or items of property, property or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.1010.09. In each case as specified in this Section 9.1010.09, the Collateral Agent will, at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveBorrowers’ 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 and security interest granted under the Security Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan DocumentsDocuments and this Section 10.09.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree: (a) release that any Lien on any property granted to or held by the Collateral Administrative 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 in respect of any Secured Hedge Agreements, (y) Cash Management Obligations and (z) contingent indemnification obligationsobligations and other contingent obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or back-stopped to the reasonable satisfaction of the applicable L/C Issuer), (ii) that at the time the property subject to such Lien is sold or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than any other 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 Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) belowbelow or (v) if the property subject to such Lien becomes Excluded Property; (b) the Administrative Agent is authorized to release or subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), Sections 7.01(i) and (o) or (s); and (c) if any Subsidiary Guarantor ceases to be a Restricted Subsidiary, or becomes an Excluded Subsidiary (other than pursuant to clause (j) of the definition of “Excluded Subsidiary”, if such Subsidiary becomes an Excluded Subsidiary solely by virtue of a Disposition of Equity Interests unless such Disposition is a good faith Disposition to a bona-fide unaffiliated third party whose primary purpose is not the release any Guarantor of the Guarantee of such Wholly Owned Subsidiary), in each case as a result of a transaction or designation permitted hereunder (as certified in writing delivered to the Administrative Agent by a Responsible Officer of the Borrower), (x) such Subsidiary shall be automatically released from its obligations under the Guaranty if and (y) any Liens granted by such Person ceases to be a Subsidiary 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 other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million the Equity Interests of such Subsidiary (to the extent such Equity Interests have become Excluded Property or less (provided are being transferred to a Person that all such Collateral releases pursuant to this paragraph is not a Loan Party) shall not exceed $2.0 million in the aggregate during the term of this Agreement)be automatically released. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.109.11. In each case as specified in this Section 9.109.11, the Collateral Administrative Agent willwill promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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 releasing any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11, the Administrative Agent shall be entitled to receive a certificate of a Responsible Officer of the Borrower stating that such actions are permitted under this Agreement. The Administrative Agent shall not be liable for any such release undertaken in reliance upon any such certificate of a Responsible Officer of the Borrower. 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.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree that: (a) 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 Loan Obligations (other than contingent indemnification obligationsobligations not yet accrued and payable), the expiration or termination of all Letters of Credit (other than Letters of Credit that have been backstopped, Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer have been made) and any other obligation (including a guarantee) that is contingent in nature, (ii) that at the time the property subject to such Lien is sold transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than any other 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 Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) belowor (d) below or (v) if the property subject to such Lien becomes Excluded Property; (b) the Collateral Agent is authorized to release or subordinate any Lien on any property granted to or held by the Collateral 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(j), Sections 7.01(i) and (o) or (s); and (c) release if, in compliance with the terms and provisions of the Loan Document, (i) any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary, or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary or is transferred to any Person other than the Borrower or a Restricted Subsidiary, in each case as a result of a transaction or designation permitted hereunder; provided that no hereunder (any such release shall occur if Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (i), a “Transferred Guarantor”), such Transferred Guarantor continues shall, upon the consummation of such sale or transfer or other transaction (but subject to the proviso below), be a guarantor in respect of any other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) automatically released from its guaranty with respect obligations under this Agreement and the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such other Indebtedness. In additionEquity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent mayshall take such actions as are necessary to effect each release described in this Section 9.11 in accordance with the relevant provisions of the Collateral Documents; provided, however, 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 its sole discretionclause (l) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (1) no Default or Event of Default shall have occurred and be outstanding, (2) after giving Pro Forma Effect to such release and the consummation of the transaction that causes such Agent’s Liens on any Collateral valued at $0.5 million or less 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 (provided that all as if such Collateral releases Person were then newly acquired) and such Investment is permitted pursuant to this paragraph shall not exceed $2.0 million in Section 7.02 (other than Section 7.02(z)) at such time and (3) a Responsible Officer of the aggregate during Borrower certifies to the term of this AgreementAdministrative Agent compliance with preceding clauses (1) and (2). . (d) Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.109.11. In each case as specified in this Section 9.109.11, the Collateral Agent willwill promptly (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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, upon the reasonable request by the Administrative Agent, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the transactions giving rise to such request have been consummated in accordance with this Agreement and the other Loan Documents. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, 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 or the Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code or other applicable Debtor Relief Law), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code or other applicable Debtor Relief Law) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) and the Collateral Agent shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree: (a) release 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 contingent indemnification obligationsobligations not yet accrued and payable), (ii) that at the time the property subject to such Lien is sold Disposed or to be sold or otherwise disposed of Disposed as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Loan DocumentDocument to any Person other than a Person required to xxxxx x Xxxx to the Administrative Agent or 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 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 of 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 Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) 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(j), (oSections 7.01(u) or (sw) (in the case of clause (w); and, to the extent required by the terms of the obligations secured by such Liens); (c) release 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 any other Indebtedness of the Borrower unless and until such Guarantor is and (or is being simultaneouslyd) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, without any further consent of any Lender, enter into (i) the RBL Intercreditor Agreement (or any supplement or joinder thereto), (ii) the Junior Lien Intercreditor Agreement (or any supplement or joinder thereto) and/or (iii) a Pari Passu Lien Intercreditor Agreement with the collateral agent or other representatives of holders of Permitted Ratio Debt that is intended to be secured by the Collateral on a pari passu basis with the Obligations. 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 intercreditor agreement entered into by the Collateral Agent in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in accordance with the aggregate during the term terms of this Agreement)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, as the case may be, ’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 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent or the Collateral Agent willwill promptly (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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 DocumentsDocuments and this Section 9.11.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the BorrowerBorrower the Administrative Agent shall: (a) release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of on the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations)Termination Date, (ii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party, (iii) subject to Section 10.0111.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty Guarantee pursuant to clause (cb) belowbelow or (v) becomes an Excluded Asset; (b) release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), (o) or (s); and (c) release any Guarantor from its obligations under any Loan Document to which it is a party if the Guaranty Termination Date occurs or if (i) in the case of a Subsidiary Guarantor, such Person Subsidiary Guarantor ceases to be a Restricted Subsidiary, (ii) in the case of a Subsidiary Guarantor, such Subsidiary Guarantor is an Excluded Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted or designation not prohibited hereunder; provided that no such release shall occur if such any Subsidiary Guarantor continues ceases to be a guarantor in respect of any other Indebtedness Wholly-Owned Subsidiary, such Subsidiary shall not be released from its Guaranty unless either (x) it is no longer a direct or indirect Subsidiary of the Borrower unless or (y) such Disposition is a good faith Disposition to a bona fide unaffiliated third party (as determined by the Borrower in good faith) for fair market value and until for a bona fide business purpose (as determined by the Borrower in good faith) (it being understood that this proviso shall not limit the release of any Subsidiary Guarantor that otherwise qualifies as an Excluded Subsidiary for reasons other than not being a Wholly-Owned Subsidiary) or (iii) in the case of any Discretionary Guarantor, the Borrower elects for such Person to be released as a Guarantor by notice from the Borrower to the Administrative Agent thereof at any time (it being understood that, in the case of the foregoing clauses (ii) and (iii), such Guarantor is (or is being simultaneously) shall not be released from its guaranty Guaranty unless any Investment by the Borrower and any of its Restricted Subsidiaries in such Person is permitted under Section 7.02 after giving effect to such release); and (c) enter into any subordination, intercreditor and/or similar agreement contemplated hereunder, including with respect to such other Indebtedness that is (i) required or permitted to be 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. In addition, the Collateral Agent mayan intercreditor, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million subordination or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of similar agreement is contemplated under this Agreement). Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.109.11. In each case as specified in this Section 9.109.11, the Collateral Administrative Agent will, at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 and security interest granted under the Security Collateral Documents, or to release such Guarantor from its obligations under the GuarantyLoan Documents, in each case in accordance with the terms of the Loan DocumentsDocuments and this Section 9.11. XXXX:\98106221\28\78831.0005 Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each 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 or the Required Lenders for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Administrative Agent or the Required Lenders for the benefit of the Secured Parties in accordance with the terms thereof. No Secured Hedging Agreement or Cash Management Obligations will create (or be deemed to create) in favor of any Cash Management Bank or any Hedge Bank 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, each such Cash Management Bank and each such Hedge Bank 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 Secured Obligations owing to such Secured Party relative to the aggregate amount of Secured 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 Secured Obligation owed 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 Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree: (a) release 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 in cash in immediately available funds of all Secured Obligations (other than (x) obligations under Secured Hedge Agreements and Treasury Services Agreements not yet due and payable and (y) contingent indemnification obligationsobligations not yet accrued and payable) and the expiration or termination or cash collateralization of all Letters of Credit (or 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) (the “Discharge of Obligations”), (ii) that at the time the property subject to such Lien is sold or to be sold or otherwise disposed of Disposed as part of or in connection with any sale or other disposition Disposition permitted hereunder to any Person other than a Person required to xxxxx x Xxxx to the Administrative Agent or the Collateral Agent under any other the Loan DocumentDocuments (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 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 of 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 Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (cSection 9.11(c) 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(j), (oSections 7.01(u) or 7.01(w) (sto the extent required by the terms of the obligations secured by such Liens); and; (c) release that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderin the circumstances described in Section 11.10; provided that that, in the case of any circumstances described in the first paragraph of Section 11.10, no such release shall occur if such Guarantor continues to be a guarantor in respect of any other Indebtedness for borrowed money permitted under Section 7.03 with an aggregate outstanding principal amount in excess of $100,000,000 or any Junior Financing; and (d) that the Borrower unless Administrative Agent and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretionwithout any further consent of any Lender, release such Agent’s Liens 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 any Collateral valued at $0.5 million or less a pari passu basis with the Obligations and/or (provided ii) a Junior Lien Intercreditor Agreement (it being understood and agreed that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million Agreement is the Initial First Lien Credit Agreement under and as defined in the aggregate during Junior Lien Intercreditor Agreement) with the term collateral agent or other representatives of the holders of Indebtedness permitted under Section 7.03, in each case, where such Indebtedness is secured by Liens permitted under Section 7.01. The Administrative Agent and 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 Administrative Agent and the Collateral Agent in accordance with the terms of this Agreement)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, as the case may be, ’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 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent or the Collateral Agent willwill promptly (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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 DocumentsDocuments and this Section 9.11.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree: (a) release 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 contingent indemnification obligationsobligations not yet accrued and payable), (ii) that at the time the property subject to such Lien is sold Disposed or to be sold or otherwise disposed of Disposed as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Loan DocumentDocument to any Person other than a Person required to xxxxx x Xxxx to the Administrative Agent or 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 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 of 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 Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) 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(j), (oSections 7.01(u) or (sw) (in the case of clause (w); and, to the extent required by the terms of the obligations secured by such Liens); (c) release 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 any other Indebtedness of the Borrower unless and until such Guarantor is and (or is being simultaneouslyd) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, without any further consent of any Lender, enter into (i) the RBL Intercreditor Agreement (or any supplement or joinder thereto), (ii) the Term Loan Intercreditor Agreement (or any supplement or joinder thereto), (iii) a Pari Passu Lien Intercreditor Agreement with the collateral agent or other representatives of holders of Permitted Ratio Debt that is intended to be secured by the Collateral on a pari passu basis with the Obligations and/or (iv) a Junior Lien Intercreditor Agreement with the collateral agent or other representatives of the holders of Indebtedness that is intended to be secured by the Collateral on a junior basis to the Liens securing the Obligations, in its sole discretion, release each case to the extent such Agent’s Indebtedness is permitted under Section 7.03 and such liens are 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 on any are permitted. Any intercreditor agreement entered into by the Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million Agent in accordance with the aggregate during the term terms of this Agreement)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, as the case may be, ’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 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent or the Collateral Agent willwill promptly (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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 DocumentsDocuments and this Section 9.11.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the BorrowerAgent: (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (A) Secured Hedging Obligations, (B) Cash Management Obligations and (C) contingent indemnification obligationsobligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (or provision therefor in full in a manner reasonably satisfactory to each L/C Issuer), (ii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party, (iii) subject to Section 10.0111.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (cb) below;; and (b) release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), (o) or (s); and (c) release any Guarantor from its obligations under the Guaranty any Loan Document to which it is a party 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 other Permitted Subordinated Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty guarantee with respect to such other Permitted Subordinated Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement). Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.109.11. In each case as specified in this Section 9.109.11, the Collateral Administrative Agent will, at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveBorrowers’ 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 and security interest granted under the Security Collateral Documents, or to release such Guarantor from its obligations under the GuarantyLoan Documents, in each case in accordance with the terms of the Loan DocumentsDocuments and this Section 9.11.

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 provider of a Bilateral Letter of Credit Facility), the L/C Issuers and the other Secured Parties irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shallAgent, at the request of the Borrower:its option and in its discretion, (a) to release any Lien (including any Mortgage) on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (A) contingent indemnification obligationsobligations not yet due and payable and (B) obligations and 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 the applicable L/C Issuer shall have been made), (ii) that is sold Disposed of or to be sold or otherwise disposed Disposed of to a Person other than a Loan Party as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan Document, Document or (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or ; (ivb) owned by a Guarantor upon to release of such any Guarantor from its obligations under its 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 clause the proviso to Section 7.04(a); and (c) below; (bi) release or to subordinate any Lien (including any mortgage) on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), 7.01(i) and (oii) or (s); and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary 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 other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million property granted to or less held by the Administrative Agent under any Loan Document that is or becomes an Excluded Asset (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million as defined in the aggregate during the term of this Security Agreement). Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.109.09. In each case as specified in this Section 9.109.09, the Collateral Administrative Agent will, at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 and security interest granted under the Security DocumentsCollateral Documents or to subordinate its interest in such item, 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. 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 Lien 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 authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree: (a) release 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 contingent indemnification obligationsobligations not yet accrued and payable), (ii) that at the time the property subject to such Lien is sold Disposed or to be sold or otherwise disposed of Disposed as part of or in connection with any sale or other disposition Disposition permitted hereunder to any Person other than a Person required to xxxxx x Xxxx to the Administrative Agent or the Collateral Agent under any other the Loan DocumentDocuments, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or Lenders (iv) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (v) 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) 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(j), (oSections 7.01(u) or (sw) (in the case of clause (w); and, to the extent required by the terms of the obligations secured by such Liens); (c) release 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 (x) no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, the ABL Facility or any other Indebtedness Junior Financing with a principal amount in excess of the Borrower unless Threshold Amount and until such (y) no Guarantor is (or is being simultaneously) shall be released from its guaranty obligations under the Guaranty as a result of becoming a non-wholly owned Subsidiary of Holdings unless the transaction resulting in such Guarantor becoming a non-wholly-owned subsidiary of Holdings is an arm’s-length transaction with respect to such a Person other Indebtedness. In addition, than an Affiliate; and (d) the Administrative Agent and/or the Collateral Agent may, in its sole discretionwithout any further consent of any Lender, release such Agent’s Liens on enter into (i) the ABL Intercreditor Agreement, (ii) a First Lien Intercreditor Agreement with the Other Debt Representative for the Senior Secured Notes and any Collateral valued at $0.5 million Permitted First Priority Refinancing Notes or less (provided that all such Collateral releases any Indebtedness incurred pursuant to this paragraph shall not exceed $2.0 million Section(g), (q) or (s) that is secured on a pari passu basis with the Liens securing the Obligations and/or (iii) a Junior Lien Intercreditor Agreement with the Other Debt Representative for any Permitted Second Priority Refinancing Debt or any Indebtedness incurred pursuant to Sections 7.03 (g), (q) or (s) that is 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 Administrative Agent and the aggregate during Collateral Agent may rely exclusively on a certificate of a Responsible Officer of Holdings or the term Borrower as to whether any such other Liens are permitted. The ABL Intercreditor Agreement, the First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement entered into by the Administrative Agent and/or Collateral Agent in accordance with the terms of this Agreement)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, as the case may be, ’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 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent or the Collateral Agent willwill promptly (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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 DocumentsDocuments and this Section 9.11.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borrower: (a) Each of the Secured Parties irrevocably authorizes the Administrative Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (iw) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations)Termination Date, (iix) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other the Loan DocumentDocuments to a Person that is not a Loan Party, (iiiy) pursuant to the First Lien Intercreditor Agreement, or (z) subject to Section 10.0112.1, if approved, authorized or ratified in writing by the Required Lenders, or (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (bii) release or to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), (o) or (s); andunder this Agreement; (ciii) to release any Guarantor or any Borrower (other than Construction Partners) from its obligations under the Guaranty Agreement (x) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents and (y) pursuant to the First Lien Intercreditor Agreement; provided and (iv) to execute and deliver the First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any other intercreditor agreement, in each case, to provide that no such release shall occur if such Guarantor continues any Lien on any property granted to be or held by the Administrative Agent under any Loan Document to secure the Obligations has the same or a guarantor in respect senior priority to the Liens of any holder of another Lien on such property that secures Indebtedness permitted hereunder to the extent such Lien priority is expressly permitted by Section 3.6, Section 3.7, Section 9.1(u), (v) or (w) or Section 9.2(k), as applicable. Notwithstanding anything to the contrary contained herein or in any other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty Loan Document, with respect to any Liens that secure, or any Guarantors that guarantee or are otherwise obligors with respect to, obligations in connection with the Existing Credit Agreement or any other obligations subject to the First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement, the Administrative Agent shall not be required to release or subordinate such Liens, or to release such Guarantors, in the case that such Liens are not concurrently released or subordinated, or such Guarantors are not concurrently released, in connection with the Existing Credit Agreement and each such other Indebtedness. In additionagreement that is subject to the First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement)as applicable. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 Agreement, or to execute and deliver any intercreditor agreement, pursuant to this Section 9.10. In each case as specified in this Section 9.1011.11. (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 Collateral 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 will, at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications be responsible or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described above, execute and deliver liable to the applicable Loan Party such documents as such Loan Party may reasonably request Lenders for any failure to evidence the release of such item of Collateral from the security interest granted under the Security Documents, monitor or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms maintain any portion of the Loan DocumentsCollateral.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree: (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 and (y) contingent obligations not yet accrued and payable) and the expiration or termination or Cash Collateralization of all Letters of Credit, (ii) at the time the property subject to such Lien is Disposed or to be substantially simultaneously Disposed as part of or in connection with any Disposition permitted hereunder or under any other Loan Document to any Person other than a Person required to gxxxx x Xxxx to the Administrative Agent or 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 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 of 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 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; (b) the Collateral Agent is authorized to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations), (ii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) release or subordinate any Lien on any property granted to or held by assets that are excluded from the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), (o) or (s); andCollateral; (c) release that any 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 Senior Notes or any other Indebtedness of the Borrower unless and until such Guarantor is Junior Financing; (or is being simultaneouslyd) that GLS shall be automatically released from its guaranty with respect obligations under the Guaranty if GLS ceases to such other Indebtedness. In addition, be a Guarantor pursuant to Section 11.09; and (e) (x) the Collateral Agent may, in its sole discretionwithout any further consent of any Lender, release enter into or amend (i) the Junior Lien Intercreditor Agreement with the collateral agents or other representatives of the holders of Indebtedness that is permitted to be secured by a Lien on the 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 Agent’s other Liens are permitted and (z) the Junior Lien Intercreditor Agreement entered into by the Collateral Agent shall be binding on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement)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, as the case may be, ’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 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent or the Collateral Agent willwill (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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 DocumentsDocuments and this Section 9.11.

Collateral and Guaranty Matters. The Lenders (including in their capacities as potential Cash Management Banks and potential Hedge Banks) and the L/C Issuer irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borrower: agree that: (a) 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 Loan Obligations (other than (A) contingent indemnification obligationsobligations not yet accrued and 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), the expiration or termination of all Letters of Credit with no pending drawings (other than Letters of Credit that have been backstopped, Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer have been made) and any other obligation (including a guarantee) that is contingent in nature), (ii) that at the time the property subject to such Lien is sold transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than any other 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 Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; , and/or (v) if the property subject to such Lien becomes Excluded Property; (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 the holder of any Lien on such property that is permitted by Section Sections 7.01(b), 7.01(c), 7.01(e), 7.01(f), 7.01(g), 7.01(j), 7.01(k), 7.01(m), 7.01(p), 7.01(q), 7.01(r), 7.01(u), 7.01(v), 7.01(w), 7.01(y), 7.01(aa), 7.01(bb), 7.01(dd) (o) or (s); andto the extent the relevant Lien is of the 203 #98388029v19 (c) release if any Subsidiary Guarantor (other than a Borrower, unless no Loans, fees or any other amounts due pursuant to the terms hereof are outstanding by such Borrower (other than (A) contingent indemnification obligations not yet accrued and 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 no Letters of Credit issued for the account of such Borrower are outstanding) becomes an Excluded Subsidiary or is transferred to any Person other than Parent Borrower or a Restricted Subsidiary, in each case as a result of a transaction or designation permitted hereunder (as certified in writing delivered to the Administrative Agent by a Responsible Officer), (x) such Subsidiary shall be automatically released from its obligations under the Guaranty if and (y) any Liens granted by such Subsidiary or Liens on the Capital Stock of such Subsidiary (to the extent such Capital Stock have become Excluded Equity or are being transferred to a Person ceases to that is not a Loan Party) shall be a automatically released; provided that, in the case of any Subsidiary Guarantor that becomes an Excluded Subsidiary solely as a result of a transaction permitted hereunder; provided with an Affiliate that results in such Subsidiary Guarantor becoming a non-wholly owned Restricted Subsidiary, no such release shall occur if be effective unless such Guarantor continues to be transfer is for a guarantor bona fide business purpose and, for the avoidance of doubt, not for the primary purpose of causing such release (in each case as determined by the Borrower in good faith). The Borrowers and the Guarantors hereby acknowledge and agree that the release of any Borrower in accordance with this Section 9.11(c) shall not affect the nature or validity of their joint and several obligations in respect of any other Indebtedness the obligations, if any, of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty so released, all of which shall remain in effect in accordance with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term terms of this Agreement)Agreement and the other Loan Documents. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s or Collateral Agent’s, as the case may be, authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor (other than Parent Borrower) from its obligations under the Guaranty pursuant to this Section 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent and Collateral Agent willwill promptly (and each Lender irrevocably authorizes the Administrative Agent and Collateral Agent to), at the Parent Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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, upon the reasonable request by the Administrative Agent, Parent Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the transactions giving rise to such request have been consummated in accordance with this Agreement and the other Loan Documents.. 204 #98388029v19

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 authorize each of agree (and authorizes the Administrative Agent and and/or the Collateral Agent toAgent, and such Agent shallas the case may be, at the request to take any necessary or advisable action to effectuate any of the Borrower:following): (a) release 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 Secured Obligations (other than (w) outstanding Letters of Credit that have been Cash Collateralized, (x) Obligations under Secured Hedge Agreements, (y) Obligations under Secured Cash Management Agreements and (z) unasserted contingent indemnification obligationsobligations not yet accrued and payable) (the “Termination Date”), (ii) that at the time the property subject to such Lien is sold transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party (whether as a Disposition or an 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), 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) belowbelow or (v) if and to the extent such property constitutes an Excluded Asset; (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(j7.01(b), (oSection 7.01(i), Section 7.01(o) or (sor, to the extent related to the foregoing, Section 7.01(dd); and; (c) release that any 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 or becomes an Excluded Subsidiary (in the case of an Excluded Subsidiary of the type described in clause (d) of the definition thereof, only if (x) such release constitutes an Investment permitted hereunder and such Investment is not undertaken primarily for the purpose of causing such Guarantor to cease being a Guarantor or (y) as a result of a transaction with a non-affiliated third party for a bona fide business purpose for fair market value (other than to release such Guarantor from its obligations under the Guaranty)), in each case as a result of a transaction permitted hereunder (including as a result of a Subsidiary Guarantor being designated as an Unrestricted Subsidiary) 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 (after giving effect to the consummation of such transaction or designation) to be a guarantor in respect of any other Indebtedness Junior Financing; and (d) to act collectively through the Administrative Agent and, without limiting the delegation of authority to the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty Administrative Agent set forth herein, the Required Lenders shall direct the Administrative 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 in each case that could be waived with the consent of the Required Lenders), and such rights and remedies shall not be exercised other Indebtedness. In addition, than through the Collateral Agent may, in its sole discretion, release such Administrative Agent’s Liens on any Collateral valued at $0.5 million or less (; provided that all such Collateral releases pursuant to this paragraph the foregoing shall not exceed $2.0 million 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 aggregate during first proviso of Section 10.01 or from exercising rights and remedies (other than the term enforcement of this Agreement)Collateral) with respect to any payment default after the occurrence of the Maturity Date with respect to any Loans made by it. 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, as the case may be, ’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 9.109.11. In each case as specified in this Section 9.109.11, the Collateral applicable Agent willwill (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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 DocumentsDocuments and this Section 9.11; provided that (i) the applicable Agent shall have received a certificate of a Responsible Officer of the Borrower containing such certifications as such Agent shall reasonably request and (ii) the applicable Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would expose such Agent to liability or create any obligation or entail any consequence other than the release of such Guaranty and/or Liens without recourse or warranty. 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 Loan 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 Secured Parties irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shallAgent, at the request of the Borrower:its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral such Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment Payment in full Full of all Secured Obligations (other than contingent indemnification obligations)Obligations, (ii) that is disposed of or sold or to be sold or otherwise disposed of or sold as part of or in connection with any disposition or sale or other disposition permitted hereunder or under any other Loan DocumentDocument or, with respect to ABL Priority Collateral, as to which the Agents are required to release such Lien pursuant to the terms of the ABL Intercreditor Agreement, or (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) belowapplicable Lenders in accordance with Section 9.01; (b) release or to subordinate any Lien on any property granted to or held by the Collateral such Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), clause (ow) or (s); andof the definition of Permitted Liens; (c) to subordinate any Lien on Collateral other than Term Priority Collateral to the applicable ABL Agent, subject to and in accordance with the ABL Intercreditor Agreement; (d) to release any Guarantor from its obligations under the Subsidiary Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no such release shall occur that, if such Guarantor Person is, or continues to be be, an obligor with respect to the ABL Obligations (whether as a borrower or a guarantor in respect of thereunder), the Agents shall not release any other Indebtedness of such Person from its obligations under the Borrower Subsidiary Guaranty unless and until such Guarantor Person is (or is being simultaneously) released from its guaranty no longer an obligor with respect to such other Indebtedness. In addition, the Collateral Agent may, in ABL Obligations; and (e) to release any Guarantor from its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million obligations under the Subsidiary Guaranty if in the aggregate during the term case of this Agreement)any Subsidiary, such Person becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder. Upon request by the Administrative Agent or Collateral any Agent at any time, the Required Lenders will confirm in writing the Administrative such Agent’s or Collateral Agent’s, as the case may be, authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section 9.107.08. In each case as specified in this Section 9.107.08, the Collateral Agent Agents will, at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveLoan Parties’ 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 and security interest granted under the Security DocumentsDocuments or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty, in each case in accordance with the terms of the Loan DocumentsDocuments and this Section 7.08. Notwithstanding anything to the contrary, the Agents shall not be obligated to release their Liens on any Collateral until proceeds of such Collateral have been received as required by this Agreement.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each Each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the BorrowerLenders (including in its capacities as a potential Approved Counterparty) irrevocably agrees that: (a) release any Lien on any property granted to or held by the Collateral Administrative 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 (A) contingent indemnification obligationsobligations and (B) obligations and liabilities under Treasury Services Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Approved Counterparty shall have been made), (ii) that at the time the property subject to such Lien is sold Disposed or to be sold or otherwise disposed of Disposed (other than to another Loan Party) as part of or in connection with any sale Disposition (other than a lease or other disposition a license) permitted hereunder or under any other Loan Document, (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) to the extent such asset constitutes an Excluded Asset and (v) 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) below; (b) the Administrative Agent is authorized to release or subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), (o7.01(u) or (s); andw) to the extent required by the holder of, or pursuant to the terms of any agreement governing, the obligations secured by such Liens; (c) release any 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 any other Indebtedness Junior Financing with a principal amount in excess of the Threshold Amount; (d) at the sole option of the Borrower, Holdings or any existing entity constituting “Holdings” shall be released from its obligations under the Guaranty if such entity ceases to be the direct parent of the Borrower unless as a result of a transaction or designation permitted pursuant to the definition thereof and until such Guarantor is (or is being simultaneously) released from its guaranty with respect otherwise permitted hereunder, subject to the assumption of all obligations of “Holdings” under the Loan Documents by such other Indebtedness. In addition, Subsidiary 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 Subsidiary; provided that 100% of the Equity Interests of the Borrower shall be pledged to the Administrative Agent to secure the Obligations; and (e) the Administrative Agent may, without any further consent of any Lender, enter into (i) the Closing Date Intercreditor Agreement with the administrative agent or other representatives of holders of Incremental Equivalent First Lien Debt and Permitted Ratio Debt that is intended and permitted hereunder to be secured on a pari passu basis with the Liens securing the Obligations and/or (ii) a Junior Lien Intercreditor Agreement with the administrative agent or other representatives of the holders of Indebtedness permitted under Section 7.03 that is intended and permitted hereunder to be secured on a junior Lien basis to the Liens securing the Obligations, in its sole discretioneach case, release where such Agent’s Indebtedness is secured by Xxxxx permitted under Section 7.01. The Administrative Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens on are permitted. The Closing Date Intercreditor Agreement or any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million Junior Lien Intercreditor Agreement entered into by the Administrative Agent in accordance with the aggregate during the term terms of this Agreement)Agreement shall be binding on the Secured Parties. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.10. In each case as specified in this Section 9.10, the Collateral Administrative Agent willwill (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 and security interest granted under the Security DocumentsCollateral Documents 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 DocumentsDocuments and this Section 9.10.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree: (a) release 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 and Treasury Services Agreements not yet due and payable and (y) contingent indemnification obligations)obligations not yet accrued and payable) and the expiration, termination, backstop or cash collateralization (in a manner reasonably acceptable to the applicable L/C Issuers) of all Letters of Credit, (ii) that at the time the property subject to such Lien is sold or to be sold or otherwise disposed Disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Loan DocumentDocument to any Person other than a Person required to xxxxx x Xxxx to the Administrative Agent or 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 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 and (y) the priority of the new Lien is the same as that of 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 Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) 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(j7.01 to the extent such Lien is permitted to be senior to the Liens granted under the Collateral Documents; (c) Notwithstanding the requirements in Sections 2.02(b), 2.12(a), this Section 9.11 or any other provision of this Agreement or of the other Loan Documents for Loans or other Obligations to be made available or to be repaid or prepaid in Same Day Funds, any Lender or other Secured Party may after the Closing Date exchange, continue or roll over all or a portion of its Loans or other Obligations (ointo any other indebtedness of the Borrower or other “in kind” consideration) in connection with any refinancing, extension, loan modification or (s)similar transaction permitted by the terms of this Agreement, in each case pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender or such other Secured Party; and (cd) release 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 permitted or designation not prohibited hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any other Restricted Indebtedness, any Credit Agreement Refinancing Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, any Permitted Refinancing in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement)each case 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, as the case may be, ’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 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent or the Collateral Agent willwill promptly (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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 DocumentsDocuments and this Section 9.11.

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacities as a potential Hedge Bank) irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borrower:Agent, (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 other Secured Parties; (b) to automatically release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (A) contingent indemnification obligationsobligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Hedge Agreements not due and payable), (ii) that at the time the property subject to such Lien is sold Disposed or to be sold or otherwise disposed of Disposed as part of or in connection with any sale or Disposition permitted (other disposition permitted than a lease and other than to a Person that is a Loan Party) hereunder or under any other Loan Document, (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) below;, (v) if such property becomes Excluded Property (as defined in the applicable Security Agreement) or (vi) with respect to any Revolving Priority Collateral, pursuant to the last paragraph of the definition of “Collateral and Guarantee Requirement.” (bc) to release or subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j)7.01(u) to the extent required by the holder of, (o) or (s); andpursuant to the terms of any agreement governing, the obligations secured by such Liens; (cd) to release any Subsidiary Guarantor from its obligations under the Guaranty Guaranty, if in the case of any such Subsidiary, such Person ceases to be a Subsidiary or (subject to Section 11.09) 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 or obligor in respect of any other Indebtedness Junior Financing, any Refinancing Equivalent Debt or any Incremental Equivalent Debt or any Permitted Refinancing in respect thereof; (e) to, in its discretion, release any Lien on Collateral valued in the aggregate not in excess of $5.0 million during each fiscal year without consent of any Lender; and (f) to, on or after the Borrower unless Florida Mortgages Release Trigger Date, release and until such Guarantor is (or is being simultaneously) released from its guaranty terminate the Mortgage with respect to the Palm Bay Property and the Mortgage with respect to Stuart Property, and to, at the Borrower’s expense, execute and deliver to the applicable Loan Party such other Indebtedness. In addition, documents as such Loan Party may reasonably request to evidence the Collateral Agent mayrelease and termination of each such Mortgage, in its sole discretioneach case, release such Agent’s Liens on without consent of any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement)Lender. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.10. In each case as specified in this Section 9.10, the Collateral Administrative Agent willwill (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 and security interest granted under the Security DocumentsCollateral Documents 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 DocumentsDocuments and this Section 9.10.

Collateral and Guaranty Matters. The Lenders (a) Each Agent, each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank), each Issuing Bank and each other Secured Party irrevocably authorize each of authorizes the Administrative Agent and the Collateral Agent to, to be the agent for and such Agent shall, at the request representative of the BorrowerLenders and Issuing Bank with respect to the Guaranty, the Collateral and the Collateral Documents and agrees that, notwithstanding anything to the contrary in any Loan Documents: (ai) release any Lien Liens on any property granted to or held by the Collateral an Agent or in favor of any Secured Party under any Loan Document (i) will be automatically and immediately released, and each Secured Party irrevocably authorizes and directs the Agents to enter into, and each Secured Party and Agent agrees that it will enter into, the necessary or advisable documents requested by the Borrower and associated therewith, upon termination the occurrence of any of the Aggregate Commitments and following events (each, a “Lien Release Event”), (a) the payment in full in cash of all Secured the Obligations (other than Cash Management Obligations, Obligations in respect of Secured Hedge Agreements and contingent indemnification obligationsobligations in respect of which no claim has been made), ; (iib) that is sold or a transfer of the property subject to be sold or otherwise disposed of such Lien as part of of, or in connection with any sale with, a transaction that is permitted (or other disposition permitted hereunder or under any other Loan Document, (iiinot prohibited) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or terms of the Loan Documents to any Person that is not a Loan Party; (ivc) with respect to property owned by a any Guarantor upon or with respect to which any Guarantor has rights (with respect to the rights of such Guarantor), the release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) belowa Guaranty Release Event; (bd) the approval, authorization or ratification of the release of such Lien by the Required Lenders or such percentage as may be required pursuant to Section 11.01; (e) such property becoming an Excluded Asset, Excluded Equity Interest or an asset owned by an Excluded Subsidiary or with respect to which an Excluded Subsidiary (and no other Loan Party) has ownership rights; (f) as to the assets owned by such Excluded Subsidiary (or with respect to which an Excluded Subsidiary (and no other Loan Party) has rights), upon any Person becoming an Excluded Subsidiary (other than pursuant to clause (a) of the definition thereof, to the extent a result of the transfer of Equity Interests in such Subsidiary Guarantor to an Affiliate of the Borrower); (g) any such Securitization Assets becoming subject to a Qualified Securitization Financing to the extent required by the terms of such Qualified Securitization Financing; (h) upon the request of the Borrower (such request, the “Release/Subordination Event”) it will 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(j7.01(d), (o) or (s); and (c) release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary 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 other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement). Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.10. In each case as specified in this Section 9.10, the Collateral Agent will, at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described above, 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 security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents.;;

Collateral and Guaranty Matters. The Lenders Each Secured Party irrevocably authorize each of authorizes and instructs the Administrative Agent and Collateral Agent to, and such the Administrative Agent shall, at the request of the Borrower: (a) release (or evidence the release of) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination the occurrence of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations)Termination Date, (ii) that is sold or otherwise Disposed of (other than pursuant to be sold a lease, sublease, license or otherwise disposed of sublicense) as part of or in connection with any sale Disposition permitted under (or other disposition permitted hereunder or under any other not restricted by) the Loan DocumentDocuments (subject to the last paragraph of Section 6.07), (iii) that does not constitute (or ceases to constitute) Collateral (and/or otherwise becomes an Excluded Asset), (iv) if the property subject to Section 10.01such Lien is owned by a Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from its Loan Guaranty otherwise in accordance with the Loan Documents, (v) as required under clause (d) below, (vi) pursuant to the provisions of any applicable Loan Document or (vii) if approved, authorized or ratified in writing by the Required LendersLenders in accordance with Section 9.02; (b) subject to Section 9.22, release (or (ivevidence the release of) owned by a Guarantor upon release of such any Subsidiary Guarantor from its obligations under the Loan Guaranty (i) if such Person ceases to be a Restricted Subsidiary or is an Excluded Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions not prohibited hereunder, including for the avoidance of doubt, any Permitted Practice Subsidiary Restructuring) and/or (ii) in the case of any Discretionary Guarantor, at the election of the Borrower, upon notice from the Borrower to the Administrative Agent at any time so long as, in the case of this clause (ii), after giving pro forma effect to such release and, if applicable, the relevant transaction, the Borrower is deemed to have made a new Investment in such Person (as if such Person was then newly acquired) on the date of such release and such Investment is not otherwise prohibited by the Loan Documents; provided that if any Subsidiary Guarantor ceases to constitute a Wholly-Owned Subsidiary, such Subsidiary Guarantor shall not be released from its Loan Guaranty pursuant unless (A) such Subsidiary Guarantor is no longer a direct or indirect subsidiary of the Borrower or (B) after giving pro forma effect to clause such release and the consummation of the relevant transaction, the Borrower is deemed to have made a new Investment in such Person (as if such Person was then newly acquired) and such Investment is not otherwise prohibited by the Loan Documents; it being understood that this proviso shall not limit the release of any Subsidiary Guarantor that otherwise constitutes an Excluded Subsidiary for any reason other than not constituting a Wholly-Owned Subsidiary of the Borrower (this proviso, the “Specified Guarantor Release Provision”); (c) below; (b) release or subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(jSections 6.02(d), 6.02(e), 6.02(g)(i), 6.02(l), 6.02(m), 6.02(n), 6.02(o)(i) (oother than any Lien on the Capital Stock of any Subsidiary Guarantor), 6.02(q), 6.02(r) that are expressly included in this clause (c)), 6.02(x), 6.02(y), 6.02(z)(i), 6.02(bb), 6.02(cc), 6.02(dd) (in the case of clause (ii), to the extent the relevant Lien covers cash collateral posted to secure the relevant obligation), 6.02(ee), 6.02(ff), 6.02(gg) and/or 6.02(hh) (and any Refinancing Indebtedness in respect of any thereof to the extent such Refinancing Indebtedness is permitted to be secured under Section 6.02(k)); (d) enter into subordination, intercreditor, collateral trust and/or similar agreements with respect to Indebtedness (including any Intercreditor Agreement and/or any amendment to any Intercreditor Agreement) that is (i) required or permitted to be subordinated hereunder and/or (s)ii) secured by Xxxxx, and with respect to which Indebtedness, this Agreement contemplates an intercreditor, subordination, collateral trust or similar agreement, with each of the Lenders and the other Secured Parties irrevocably agreeing to the treatment of the Lien on the Collateral securing the Secured Obligations as set forth in any such agreement and it will be bound by and will take no action contrary to the provisions of any such agreement; and (ce) release execute and/or deliver, as applicable, any Guarantor from its obligations under the Guaranty if such Person ceases amendment to be a Subsidiary 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 UCC financing statement and/or any other Indebtedness document evidencing the security interest granted pursuant to the Collateral Documents to indicate that Excluded Assets and/or other assets that do not constitute and are not required to constitute Collateral are not subject to the security interest granted pursuant to the Collateral Documents. Upon the request of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement). Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, authority to release or subordinate its interest in particular types or items of property, or to release any Loan Party from its obligations under the Loan Guaranty or its Lien on any Collateral pursuant to this Article 8 or any Parent Loan Guarantor from its obligations under the Parent Loan Guaranty or its Lien on any Collateral pursuant to this Section 9.103.15 of the Parent Loan Guaranty. In each case as specified in this Section 9.10Article 8, the Collateral Administrative Agent willwill (and each Lender, and each Issuing Bank hereby authorizes the Administrative Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, execute and deliver to the applicable Loan Party such documents as such Loan Party or the Parent Loan Guarantors may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Collateral Documents, to subordinate its interest therein, or to release such Guarantor Loan Party or the Parent Loan Guarantors from its obligations under the Loan Guaranty, in each case in accordance with the terms of the Loan DocumentsDocuments and this Article 8; provided, that upon the request of the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Notwithstanding anything to the contrary in this Section 8.09 or in any other provision of any Loan Document, each Lender and each other Secured Party hereby authorizes the Administrative Agent to, and the Administrative Agent shall, execute and deliver any instruments, documents, consents, acknowledgments, and agreements necessary or desirable to evidence, effectuate or confirm the release of any Subsidiary Guarantor or Collateral or the subordination of any Lien pursuant to the provisions of this Section 8.09 or the release of any Parent Loan Guarantor or Collateral pursuant to the provisions of Section 3.15 of the Parent Loan Guaranty. It is understood and agreed that, notwithstanding anything to the contrary herein, in any other Loan Document and/or in the documentation governing any Hedge Agreement and/or any agreement governing Banking Services, (a) unless otherwise agreed to by the Borrower and any applicable counterparty to any agreement governing any Secured Hedging Obligation and/or any Banking Service, the obligations of Holdings, the Borrower or any subsidiary under any such agreement shall be secured and guaranteed pursuant to the Collateral Documents and the Loan Guaranty only to the extent that, and for so long as, the Obligations are so secured and guaranteed and (b) any release of any Lien on any Collateral and/or any Loan Guarantor effected in a manner permitted by this Agreement and/or any other Loan Document shall not require the consent of any such counterparty.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree: (a) release 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 contingent indemnification obligationsobligations not yet accrued and payable) and 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 in a manner reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer have been made), (ii) that at the time the property subject to such Lien is sold transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan Document, Document to any Person other than any other Loan Party and (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) belowbelow or (v) if the property subject to such Lien becomes Excluded 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 7.01(j), Sections 7.01(i) and (o) or (s); and; (c) release if any Subsidiary Guarantor ceases to be a Restricted Subsidiary, or becomes an Excluded Subsidiary, in each case as a result of a transaction or designation permitted hereunder (as certified in writing delivered to the Administrative Agent by a Responsible Officer of the Administrative Borrower), (x) such Subsidiary shall be automatically released from its obligations under the Guaranty if and (y) any Liens granted by such Person ceases to be a Subsidiary 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 other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million the Equity Interests of such Subsidiary (to the extent such Equity Interests have become Excluded Property or less (provided are being transferred to a Person that all such Collateral releases pursuant to this paragraph is not a Loan Party) shall not exceed $2.0 million in the aggregate during the term of this Agreement)be automatically released. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.109.11. In each case as specified in this Section 9.109.11, the Collateral Administrative Agent willwill promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveBorrowers’ 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 Security 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 Administrative 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 Administrative 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 irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borrower: agree: (a) release 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 obligationsobligations 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 Administrative Agent and the applicable L/C Issuer have been made), (ii) that at the time the property subject to such Lien is sold or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder (including any Asset Disposition permitted hereunder) or under any other Loan DocumentDocument 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 other 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, 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) below; or (d) below or (v) if the property subject to such Lien becomes Excluded 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 7.01(j), a Permitted Lien under clauses (oi) or (sl) (in the case of clause (l); and (c) release any Guarantor from its obligations under , upon the Guaranty if such Person ceases to be a Subsidiary 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 other Indebtedness reasonable request of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In additionBorrower, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement). Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.10. In each case as specified in this Section 9.10, the Collateral Agent will, at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described above, 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 security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with extent required by the terms of the Loan Documentsagreements governing such Permitted Lien) of the definition thereof.

Collateral and Guaranty Matters. The Lenders Each Lender and each other Secured Party irrevocably authorize each of authorizes and instructs the Administrative Agent and Collateral Agent to, and such the Administrative Agent shall, at the request of the Borrower: (a) release (or evidence the release of) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination the occurrence of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations)Termination Date, (ii) that is sold or otherwise Disposed of (or to be sold or otherwise disposed of Disposed of) as part of or in connection with any sale Disposition permitted under (or other disposition permitted hereunder or under any other not restricted by) the Loan DocumentDocuments (subject to the last paragraph of Section 6.07), (iii) that does not constitute (or ceases to constitute) Collateral (and/or otherwise becomes an Excluded Asset), (iv) if the property subject to Section 10.01such Lien is owned by a Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from its Loan Guaranty otherwise in accordance with the Loan Documents, (v) as required under clause (d) below, (vi) pursuant to the provisions of any applicable Loan Document or (vii) if approved, authorized or ratified in writing by the Required LendersLenders in accordance with Section 9.02; (b) subject to Section 9.22, release (or (ivevidence the release of) owned by a Guarantor upon release of such any Subsidiary Guarantor from its obligations under the Loan Guaranty (i) 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), (ii) on the Termination Date and/or (iii) in the case of any Discretionary Guarantor, at the election of the Borrower, upon notice from the Borrower to the Administrative Agent at any time; provided that if any Subsidiary Guarantor ceases to constitute a Wholly-Owned Subsidiary, such Subsidiary Guarantor shall not be released from its Loan Guaranty pursuant unless (A) such Subsidiary Guarantor is no longer a direct or indirect subsidiary of the Borrower, (B) after giving pro forma effect to clause such release and the consummation of the relevant transaction, the Borrower is deemed to have made a new Investment in such Person (as if such Person was then newly acquired) and such Investment is permitted by the Loan Documents or (C) such Dispositions of Capital Stock is a good faith Disposition to a bona fide unaffiliated third party (as determined by the Borrower in good faith) for fair market value and for a bona fide business purpose (as determined by the Borrower in good faith); it being understood that this proviso shall not limit the release of any Subsidiary Guarantor that otherwise constitutes an Excluded Subsidiary for any reason other than not constituting a Wholly-Owned Subsidiary of the Borrower (this proviso, the “Specified Guarantor Release Provision”); (c) below; (b) release or subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(jSections 6.02(d), 6.02(e), 6.02(g)(i), 6.02(l), 6.02(m), 6.02(n), 6.02(o) (oother than any Lien on the Capital Stock of any Subsidiary Guarantor), 6.02(q), 6.02(r), 6.02(s) (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 6.02 that are expressly included in this clause (c)), 6.02(u) (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 6.02 that are expressly included in this clause (c)), 6.02(x), 6.02(y), 6.02(z)(i), 6.02(bb), 6.02(cc), 6.02(dd) (in the case of clause (ii) thereof, to the extent the relevant Lien covers cash collateral posted to secure the relevant obligation), 6.02(ee), 6.02(ff), 6.02(gg), 6.02(ii), and/or 6.02(mm) (and, in each case, any Lien securing any Refinancing Indebtedness in respect of any thereof to the extent such Refinancing Indebtedness is permitted to be secured under Section 6.02(k)); (d) enter into subordination, intercreditor, collateral trust and/or similar agreements (including any Intercreditor Agreement and/or any amendment to any Intercreditor Agreement) with respect to any Indebtedness that is (i) required or permitted to be subordinated hereunder and/or (s)ii) secured by Liens, and with respect to which Indebtedness, this Agreement contemplates an intercreditor, subordination, collateral trust or similar agreement, with each of the Lenders and the other Secured Parties irrevocably agreeing to the treatment of the Lien on the Collateral securing the Secured Obligations as set forth in any such agreement and that it will be bound by and will take no action contrary to the provisions of any such agreement; and (ce) release execute and/or deliver, as applicable, any Guarantor from its obligations under the Guaranty if such Person ceases amendment to be a Subsidiary 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 UCC financing statement and/or any other Indebtedness document evidencing the security interest granted pursuant to the Collateral Documents to indicate that Excluded Assets and/or other assets that do not constitute Collateral are not subject to the security interest granted pursuant to the Collateral Documents. Upon the request of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement). Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor Loan Party from its obligations under the Loan Guaranty or its Lien on any Collateral pursuant to this Section 9.10Article 8. In each case as specified in this Section 9.10Article 8, the Collateral Administrative Agent willwill (and each Lender, and each Issuing Bank hereby authorizes the Administrative Agent to), without recourse or warranty (other than as to the Administrative Agent’s authority to execute and deliver the same) and at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 and security interest granted under the Security Collateral Documents, to subordinate its interest therein, or to release such Guarantor Loan Party from its obligations under the Loan Guaranty, in each case in accordance with the terms of the Loan DocumentsDocuments and this Article 8; provided that, upon the request of the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Notwithstanding anything to the contrary in this Section 8.09 or in any other provision of any Loan Document, each Lender and each other Secured Party hereby authorizes the Administrative Agent to, and the Administrative Agent shall, execute and deliver any instruments, documents, consents, acknowledgments, and agreements necessary or desirable to evidence, effectuate or confirm the release of any Subsidiary Guarantor or Collateral or the subordination of any Lien pursuant to the provisions of this Section 8.09. It is understood and agreed that, notwithstanding anything to the contrary herein, in any other Loan Document and/or in the documentation governing any Hedge Agreement and/or any agreement governing Banking Services, (a) unless otherwise agreed to by the Borrower and any applicable counterparty to any agreement governing any Secured Hedging Obligation and/or any Banking Service, the obligations of Holdings, the Borrower or any subsidiary under any such agreement shall be secured and guaranteed pursuant to the Collateral Documents and the Loan Guaranty only to the extent that, and for so long as, the Obligations are so secured and guaranteed and (b) any release of any Lien on any Collateral and/or any Loan Guarantor effected in a manner permitted by this Agreement and/or any other Loan Document shall not require the consent of any such counterparty.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree: (a) release 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 obligationsobligations 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 Administrative Agent and the applicable L/C Issuer have been made), (ii) that at the time the property subject to such Lien is sold or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder (including any Asset Disposition permitted hereunder) or under any other Loan DocumentDocument 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 other 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, 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) belowor (d) below or (v) if the property subject to such Lien becomes Excluded 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 7.01(j), a Permitted Lien under clauses (oi) or (sl) (in the case of clause (l); and, upon the reasonable request of the Borrower, to the extent required by the terms of the agreements governing such Permitted Lien) of the definition thereof. (c) release if any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary Restricted Subsidiary, or becomes an Excluded Subsidiary, in each case as a result of a transaction permitted hereunder; hereunder or designation permitted hereunder (as certified in writing delivered to the Administrative Agent by a #94164975v6 Exhibit 10.14 Responsible Officer of the Borrower) (provided that no the release of any Subsidiary Guarantor from its obligations under the Loan Documents solely as a result of such release Subsidiary Guarantor becoming an Excluded Subsidiary of the type described in clause (j) or (l) of the definition thereof shall occur only be permitted #94164975v6 Exhibit 10.14 if such Subsidiary Guarantor continues 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 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 guarantor in respect of any other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this AgreementRestricted Subsidiary). Upon Notwithstanding anything contained herein to the contrary, upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will shall confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.109.11; 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 9.109.11, the Collateral Administrative Agent willwill promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security DocumentsCollateral Documents (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 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 irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree: (a) release 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 contingent indemnification obligationsobligations and other contingent obligations not yet accrued and payable), (ii) that at the time the property subject to such Lien is sold transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than any other 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 Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below, (v) if the property subject to such Lien becomes Excluded Property or (vi) as provided in the Term 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(j), Sections 7.01(i) and (o) or (s); and; (c) release if any Subsidiary Guarantor ceases to be a Restricted Subsidiary, or becomes an Excluded Subsidiary, in each case as a result of a transaction or designation permitted hereunder (as certified in writing delivered to the Administrative Agent by a Responsible Officer of the Borrower), (x) such Subsidiary shall be automatically released from its obligations under the Guaranty if and (y) any Liens granted by such Person ceases to be a Subsidiary 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 other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million the Equity Interests of such Subsidiary (to the extent such Equity Interests have become Excluded Property or less (provided are being transferred to a Person that all such Collateral releases pursuant to this paragraph is not a Loan Party) shall not exceed $2.0 million in the aggregate during the term of this Agreement)be automatically released. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.109.11. In each case as specified in this Section 9.109.11, the Collateral Administrative Agent willwill promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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 (a) Each of the Lenders (including in their capacities as potential Hedge Banks party to a Secured Hedge Agreement and potential or actual Cash Management Banks party to a Secured Cash Management Agreement), the Swingline Lender and each L/C Issuer irrevocably authorize the Administrative Agent and the Collateral Agent, and each of the Administrative Agent and the Collateral Agent toshall to the extent requested by the Borrowers or, solely in the case of clause (b)(ii) below, to the extent provided for under this Agreement, take the actions to be taken by them pursuant to clauses (b) and such Agent shall, at the request (c) below; (b) Each of the BorrowerLenders (including in their capacities as potential or actual Hedge Banks party to a Secured Hedge Agreement and potential or actual Cash Management Banks party to a Secured Cash Management Agreement), the Swingline Lender, each L/C Issuer, each of the Agents and each other Secured Party agrees that, notwithstanding anything to the contrary in this Agreement: (ai) release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document shall be automatically released upon (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (A) contingent indemnification obligationsobligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the expiration without any pending drawing or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized), (ii) that is sold sold, disposed of or distributed or to be sold or otherwise sold, disposed of or distributed as part of or in connection with any sale or other disposition transaction permitted hereunder or under any other Loan Document, in each case to a Person that is not a Loan Party, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) if such property constitutes Excluded Property as a result of an occurrence not prohibited hereunder or (v) if such property is owned by a Guarantor Subsidiary Guarantor, upon release of such Subsidiary Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (bii) the Administrative Agent or Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release or subordinate any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document to the holder of any Permitted Lien on such property that is permitted by Section 7.01(jclauses (1)(solely with respect to cash deposits), (o4)(in the case of a release, solely with respect to cash deposits), (5), (6) (only with regard to Section 7.01(d)), (9), (11) (solely with respect to cash deposits), (16), (17) (other than with respect to self-insurance arrangements), (18), (21), (23) (solely to the extent relating to a lien of the type allowed pursuant to clause (9) of the definition thereof), (25) (solely to the extent relating to a lien of the type allowed pursuant to clause (6) of the definition of “Permitted Liens” and securing obligations under Indebtedness of the type allowed pursuant to Section 7.01(d)), (26) (solely to the extent the Lien of the Collateral Agent on such property is not, pursuant to such agreements, required or permitted to be senior to or pari passu with such Liens), (29) (solely with respect to cash deposits), (34), (39) (only for so long as required to be secured for such letter of intent or investment),(45) (solely with respect to cash deposits), (46) and (48) of the definition thereof; (iii) any Subsidiary Guarantor shall be automatically released from its obligations under the applicable Guaranty if in the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that in the case of any such Subsidiary Guarantor that becomes an Excluded Subsidiary solely as a result of becoming a non-Wholly Owned Subsidiary, such Subsidiary Guarantor shall not be released from its obligations under this Agreement and the Guaranty unless either (I) (a) such transaction is entered into for a bona fide business purpose (as determined in good faith by the Borrower Representative) and, for the avoidance of doubt, not the primary purpose of causing such release and (b) the portion of Equity Interests that caused such Guarantor to cease to be wholly owned were not transferred to an Affiliate of the Borrowers (other than for purposes of a bona fide joint venture arrangement on terms that are not less favorable than arms-length terms), (II) such person ceases to constitute a Subsidiary or (sIII) such Person otherwise constitutes an Excluded Subsidiary (other than solely on account of constituting a non-Wholly Owned Subsidiary); and (c) release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary Administrative Agent or Collateral Agent, as a result applicable, shall establish intercreditor arrangements as contemplated by this Agreement (including, for the avoidance of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In additiondoubt, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million ABL Intercreditor Agreement or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this another Market Intercreditor Agreement). Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s or Collateral Agent’s, as the case may be, 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 9.109.11. In each case as specified in this Section 9.109.11, the Collateral applicable Agent willwill (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveBorrowers’ 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 Security 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 DocumentsDocuments and this Section 9.11. Additionally, upon reasonable request of the Borrowers, the Collateral Agent will return possessory Collateral held by it that is released from the security interests created by the Collateral Documents pursuant to this Section 9.11; provided that in each case of this Section 9.11, the Borrowers shall have delivered to the Administrative Agent and Collateral Agent a certificate of a Responsible Officer of the Borrowers certifying that any such transaction has been consummated in compliance with the Credit Agreement and the other Loan Documents and that such release is permitted hereby; provided, that in the event that the Collateral Agent loses or misplaces any possessory collateral delivered to the Collateral Agent by the Borrowers, upon reasonable request of the Borrowers, the Collateral Agent shall provide a loss affidavit to the Borrowers, in the form customarily provided by the Collateral Agent in such circumstances and reasonably satisfactory to the Borrowers.

Collateral and Guaranty Matters. The Lenders and each other Secured Party irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragrees that: (a) 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 aggregate Commitments and payment in full of all Secured Loan Obligations (other than contingent indemnification obligationsand reimbursement obligations not yet accrued and payable and any other obligation (including a guarantee) that is contingent in nature), (ii) that at the time the property subject to such Lien is sold transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than any other 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 Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) belowbelow and/or (v) if the property subject to such Lien becomes property or assets that constitute excluded property, excluded assets or any equivalent term; (b) the Collateral Agent is authorized to (and each Secured Party irrevocably requires the Administrative Agent to promptly) 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 Collateral Lien; provided that the subordination of any Lien on any property granted to or held by the Collateral Agent shall only occur with respect to any Lien on such property that is permitted described in clauses (6) and/or (30) of the definition of “Permitted Liens” to the extent that the Lien of the Collateral Agent with respect to such property is required to be subordinated to the relevant Permitted Lien in accordance with the documentation governing the Indebtedness that is secured by Section 7.01(j), (o) or (s)such Xxxxxxxxx Xxxx; and (c) if any Subsidiary Guarantor becomes an Excluded Subsidiary (other than any Excluded Subsidiary the Borrower elects to maintain as a Subsidiary Guarantor) or is transferred to any Person other than the Borrower or a Restricted Subsidiary, in each case as a result of a transaction or designation permitted hereunder (as certified in writing delivered to the Administrative Agent by a Responsible Officer), (x) such Subsidiary shall be automatically released from its obligations under the Guaranty and (y) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary (to the extent such Equity Interests have become Excluded Equity or are being transferred to a Person that is not a Loan Party) shall be automatically released; provided that (i) [reserved], (ii)(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 (1) 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, (2) 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 (3) 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, Ireland 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 (2) 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) the release of any Subsidiary Guarantor from its obligations under the Guaranty if Loan Documents solely as a result of such Person ceases to Subsidiary Guarantor becoming an Excluded Subsidiary of the type described in clause (l) of the definition thereof shall only be a permitted if, at the time such Subsidiary Guarantor becomes such an Excluded Subsidiary, (A) no Specified Event of Default has occurred and is continuing and (B) such Subsidiary Guarantor so becomes such an Excluded Subsidiary as a result of a joint venture or other strategic transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be hereunder entered into for a guarantor in respect of any other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement)bona fide operating business purpose. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s or Collateral Agent’s, as the case may be, 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 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent and Collateral Agent willwill promptly (and each Lender irrevocably authorizes the Administrative Agent and Collateral Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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, upon the reasonable request by the Administrative Agent, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the transactions giving rise to such request have been consummated in accordance with this Agreement and the other Loan Documents. Any such certificate delivered by the Borrower in accordance with this Section 9.11 shall be conclusive and binding. Each Secured Party 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 (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. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral (including through any right of setoff) or to enforce the Guarantee, 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 or the Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Collateral and Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to enter into each Collateral Document as secured party on behalf of and for the benefit of the Lenders and to be the agent for and representative of the Lenders under the Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Guaranty; PROVIDED that the Administrative Agent and shall not (A) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranty or (B) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Required Lenders (or, if required pursuant to Section 10.01, all Lenders); PROVIDED FURTHER, however, that, without further written consent or authorization from the Lenders, the Administrative Agent to, and such Agent shall, at the request of the Borrower: may execute any documents or instruments necessary to (a) release any Lien on encumbering any property granted to or held by the item of Collateral Agent under any Loan Document (i) upon termination that is the subject of the Aggregate Commitments and payment in full a sale or other disposition of all Secured Obligations (other than contingent indemnification obligations)assets permitted by this Agreement, (ii) the release of which is expressly provided for in the Collateral Documents, (iii) to which the Required Lenders (or, if required pursuant to Section 10.01, all Lenders) have otherwise consented, (iv) property that is the subject of a Real Estate Financing Transaction or an Equipment Financing Transaction, if the Borrower certifies to the Administrative Agent that the Real Estate Financing Transaction or Equipment Financing Transaction is made in compliance with Section 7.03 (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry) or (v) to the extent that such Collateral is not IP Collateral and the aggregate fair market value of such Collateral so released does not exceed $5,000,000 in any Fiscal Year, (b) release any Guarantor from the Guaranty (and any Collateral Document to which it is a party) if all of the capital stock of such Guarantor is sold or to be sold or otherwise disposed any Person (other than an Affiliate of as part of or in connection with any the Borrower) pursuant to a sale or other disposition permitted hereunder or under any other Loan Documentto which the Required Lenders (or, (iii) subject if required pursuant to Section 10.01, if approved, authorized all Lenders) have otherwise consented or ratified in writing by the Required Lenders, or (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), (o) or (s); and (c) release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary 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 other Indebtedness Liens of the Borrower unless and until such Guarantor is (or is being simultaneouslyAdministrative Agent, on behalf of the Secured Parties, to any Liens permitted under Section 7.01(b) released from its guaranty with respect to such other Indebtednessthe Second-Lien Collateral; PROVIDED THAT in each case the requirements of the applicable Collateral Documents are satisfied. In additionAnything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each Lender hereby agree that (x) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranty may be exercised solely by the Administrative Agent mayfor the benefit of the Lenders in accordance with the terms thereof, and (y) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent 100 for and representative of the Lenders (but not any Lender or the Lenders in its sole discretionor their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, release for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such Agent’s Liens public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral valued collateral payable by the Administrative Agent at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement)sale. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders (or, if required pursuant to Section 10.01, all Lenders) will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, '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 9.109.11. In Without derogating from any other authority granted to the Administrative Agent herein or in any other Loan Document, each case as specified in this Lender hereby specifically (i) authorizes the Administrative Agent to enter into the Foreign Pledge Agreements, including, without limitation, to the extent required by Section 9.106.13(b), such Foreign Pledge Agreements governed by the laws of Australia, Belgium, Bermuda, Brazil, Canada, Chile, China, Columbia, Costa Rica, the Collateral Agent willCzech Republic, at the Borrower’s expense Dominican Republic, Finland, France, Germany, Greece, Hong Kong, Hungary, India, Indonesia, Italy, Japan, Korea, Malaysia, Mauritius, Mexico, The Netherlands, New Zealand, Norway, Philippines, Poland, Portugal, Singapore, South Africa, Spain, Switzerland, Turkey, and provided the United Kingdom, respectively, as agent on behalf of the Lenders, with the effect that the Borrower Lenders each become a Secured Party thereunder, (ii) appoints the Administrative Agent as its attorney-in-fact granting it the powers to execute each such Foreign Pledge Agreement or any other document, instrument or agreement related to perfection, enforceability or notice of the security interests of Lenders in any of the Collateral in its name and on its behalf, (iii) authorizes and empowers the Administrative Agent to sub-delegate to third parties any or all of its powers as attorney-in-fact of each of the Lenders and (iv) authorizes and empowers the Administrative Agent to use its reasonable business judgment to establish the value of any Collateral for purposes of or in connection with perfection, enforceability or notice of the security interests of Lenders in any of the Collateral to the extent the Administrative Agent believes may be necessary or desirable with respect to any foreign jurisdiction. The Administrative Agent shall have provided no obligation whatsoever to any of the Lenders to assure that the Collateral Agent such certifications exists or documents as is owned by the Collateral Agent shall reasonably request in order Borrower or is cared for, protected or insured or has been encumbered, or that the Administrative Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to demonstrate compliance with the provisions of this Agreement described above, 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 security interest granted under the Security Documentsany particular priority, or to release such Guarantor from its obligations exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the Guarantyrights, in each case in accordance with authorities and powers granted or available to the terms Administrative Agent pursuant to any of the Loan 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 in its capacity as one of the Lenders and that the Administrative Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise and to the extent expressly provided in any other Loan Document.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and Collateral to accept Liens granted to the Administrative Agent tofor the benefit of the Lender Parties pursuant to Section 7.01(m) or otherwise, and such Agent shalland, at the request of the Borrower: its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case, for which no claim has been made), (ii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.0111.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; ; (b) release or to subordinate any Lien as may hereafter be granted on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), (o) or (s7.01(k); and and (c) to release any Subsidiary Guarantor (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 as a result of the release of such Subsidiary Guarantor, will no longer exist) (it being understood that a release 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); 93 1006836498v2 (ii) if such Person Subsidiary Guarantor ceases (or, substantially concurrently with the release of such Subsidiary Guarantor, will cease) to be a Subsidiary as of the Borrower in accordance with the terms hereof; (iii) upon the merger or 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 result 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 transaction permitted hereunderSubsidiary that is not a Subsidiary Guarantor; provided that no or (v) upon payment in full of the aggregate principal amount of all Loans and guaranteed Obligations then due and owing. Upon any such release occurrence specified in this Section 9.10(c), the Administrative Agent shall occur if execute any documents reasonably requested by the Borrower in order to evidence such Guarantor continues to be a guarantor release, discharge and termination in respect of any other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement)applicable Guarantee. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders Xxxxxxx will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.10. In each case as specified in this Section 9.10, the Collateral Agent will, at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described above, 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 security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents.9.11

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacities as a potential Hedge Bank and/or Cash Management Bank) and L/C Issuers irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borrower: (a) automatically release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (A) contingent indemnification obligationsobligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements and the expiration or termination of all Letters of Credit (other than Letters of Credit that are Cash Collateralized or back-stopped by a letter of credit in form and substance reasonably satisfactory to the Administrative Agent or a deemed reissuance under another facility as to which other arrangements satisfactory to the Administrative Agent and each L/C Issuer shall have been made), (ii) that at the time the property subject to such Lien is sold transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan Document, (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 (or the Co-Borrower, as applicable), upon release of such Guarantor from its obligations under its Guaranty (or the Co-Borrower from its obligations hereunder) pursuant to clause (c) below; (b) release or subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), (o7.01(i) or (s); andSection 7.01(p) to the extent required by the holder of, or pursuant to the terms of any agreement governing, the obligations secured by such Liens; (c) release any Guarantor from its obligations under the Guaranty (or the Co-Borrower from its obligations hereunder), if in the case of any Subsidiary, such Person ceases to be a Material Domestic 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 any other Indebtedness Junior Financing; and (d) release the Co-Borrower from its obligations hereunder in its capacity as a “Borrower” upon the execution and delivery of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, Guaranty by the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement)Co-Borrower. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.10. In each case as specified in this Section 9.10, the Collateral Administrative Agent willwill (and each Lender irrevocably authorizes the Administrative Agent to), at the Parent Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 and security interest granted under the Security DocumentsCollateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the GuarantyGuaranty (or the Co-Borrower from its obligations hereunder in its capacity as a “Borrower”), in each case in accordance with the terms of the Loan DocumentsDocuments and this Section 9.10.

Collateral and Guaranty Matters. The Lenders and L/C Issuers (and by accepting the benefits of the Loan Documents, the holders of any Bank Product Obligations are hereby deemed to) irrevocably authorize each of the Administrative Agent and Collateral Agent toAgent, and such Agent shall, at subject to the request of the Borrower:Intercreditor Agreement, (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination the Payment in Full of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations)Obligations, (ii) that is sold Disposed of or to be sold or otherwise disposed Disposed of as part of or in connection with any to a Person if the Parent Borrower certifies to the Administrative Agent that the sale or other disposition permitted hereunder or under is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any other Loan Documentsuch certificate, without further inquiry), (iii) if such property is owned by any Guarantor that has been released from its obligations under the Guaranty pursuant to Section 9.09(b), (iv) to release any Liens on any property granted to or held by the Administrative Agent under any Loan Document that is or becomes an Excluded Asset (as defined in the Security Agreement), or (v) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders (and such additional Lenders if required pursuant to Section 10.01); provided, that the Lenders, or the L/C Issuers and the Administrative Agent (ivand by accepting the benefits of the Loan Documents, the holders of any Bank Product Obligations are hereby deemed to) owned by a Guarantor agree that upon the occurrence of any such event in this clause (a), such Liens shall be automatically released; (b) to release of such any Guarantor from its obligations under its the Guaranty (i) upon the Payment in Full of the Obligations, (ii) if the Parent Borrower certifies to the Administrative Agent (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry) that (A) such Person has ceased to be a Subsidiary as a result of a transaction permitted hereunder, or (B) such Guarantor has ceased to be a Domestic Subsidiary or a Specified Foreign Subsidiary or becomes a Subsidiary of a Foreign Subsidiary or FSHCO, in each case, as a result of a transaction permitted hereunder (or, in the case of a Specified Foreign Subsidiary, as contemplated by the definition thereof), or (iii) if approved, authorized or ratified in writing by the Required Lenders (and such additional Lenders if required pursuant to Section 10.01); provided, that the Lenders, the L/C Issuers and the Administrative Agent (and by accepting the benefits of the Loan Documents, the holders of any Bank Product Obligations are hereby deemed to) agree that upon the occurrence of any event in this clause (b), such obligations under such Guaranty shall be released; and (c) below; (b) release or to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j7.01(g), (oi), (r) or (s); and (c) release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary 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 other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement). Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, '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 9.109.09. In each case as specified in this Section 9.109.09, the Collateral Administrative Agent will, at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveBorrowers' 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 and security interest granted under the Security DocumentsCollateral Documents or to subordinate its interest in such item, 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. In each case as specified in this Section 9.09, the Administrative Agent will, at the Borrowers' 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 Lien 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 authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree: (a) release 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 the Incremental Revolving Commitments (if any) and payment in full of all Secured Obligations (other than (x) contingent indemnification obligationsand expense reimbursement obligations not yet due and payable and (y) obligations of any Loan Party or any other Restricted Subsidiary arising under Secured Hedge Agreements), (ii) that at the time the property subject to such Lien is sold transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than any other 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 Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) belowbelow or (v) if the property subject to such Lien becomes Excluded Property (except with respect to Mortgaged Real Property that becomes Excluded Property pursuant to clause (i)(a) of the definition of “Excluded Property”); (b) 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 in lieu of any release permitted pursuant to this Section 9.11, and the Administrative Agent may subordinate any such Liens on the Collateral to another Lien on such property permitted under Section 7.01 that is the Administrative Agent determines in its commercially reasonable judgment was intended by operation of Law or otherwise to be subordinate to another Lien permitted by under Section 7.01(j), (o) or (s)7.01; and (c) release if any Guarantor (i) ceases to be a Restricted Subsidiary or (ii) becomes an Excluded Subsidiary (in the case of clause (ii), except to the extent such Guarantor becomes an Excluded Subsidiary pursuant to clause (g) of the definition thereof) in each case as a result of a transaction or designation permitted hereunder (as certified in writing delivered to the Administrative Agent by a Responsible Officer of the Borrower), (x) such Subsidiary shall be automatically released from its obligations under the Guaranty if and (y) any Liens granted by such Person ceases to be a Subsidiary 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 other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million the Equity Interests of such Subsidiary (to the extent such Equity Interests have become Excluded Property or less (provided are being transferred to a Person that all such Collateral releases pursuant to this paragraph is not a Loan Party) shall not exceed $2.0 million in the aggregate during the term of this Agreement)be automatically released. #98202018v27 Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.109.11. In each case as specified in this Section 9.109.11, the Collateral Administrative Agent willwill promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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 and the L/C Issuer irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree that: (a) 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 Loan Obligations (other than contingent indemnification obligationsobligations not yet accrued and payable), the expiration or termination of all Letters of Credit with no pending drawings (other than Letters of Credit that have been backstopped, Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer have been made) and any other obligation (including a guarantee) that is contingent in nature), (ii) that at the time the property subject to such Lien is sold transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than any other 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 Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below, (v) if the property subject to such Lien is owned by a German Borrower, upon release of such German Borrower from its obligations under the Loan Documents pursuant to clause (d) below or (vi) if the property subject to such Lien becomes Excluded Property; (b) release or the Collateral Agent is authorized 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(j)7.01 and not prohibited from being senior to the Lien of the Collateral Agent hereunder; provided, (o) that the subordination of any Lien on any property granted to or (s)held by the Collateral Agent shall only occur with respect to any Lien on such property to the extent that the Lien of the Collateral Agent with respect to such property is required to be subordinated to the relevant Permitted Lien in accordance with the documentation governing the Indebtedness that is secured by such Permitted Lien; and (c) release if any Subsidiary Guarantor becomes an Excluded Subsidiary or is transferred to any Person other than the US Borrower or a Restricted Subsidiary, in each case as a result of a transaction or designation permitted hereunder (as certified in writing delivered to the Administrative Agent by a Responsible Officer), (x) such Subsidiary shall be automatically released from its obligations under the Guaranty and (y) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary (to the extent such Equity Interests have become Excluded Equity or are being transferred to a Person that is not a Loan Party) shall be automatically released; and (d) if such any German Borrower is transferred to any Person ceases to be other than the US Borrower or a Subsidiary Restricted Subsidiary, in each case as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues hereunder (as certified in writing delivered to be the Administrative Agent by a guarantor Responsible Officer), and substantially simultaneously with or upon the payment in respect of any other Indebtedness full of the relevant German Obligations in full (other than contingent indemnification obligations not yet accrued and payable), (x) such German Borrower unless and until such Guarantor is (or is being simultaneously) shall be automatically released from its guaranty with respect to obligations under the Loan Documents and (y) any Liens granted by such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s German Borrower or Liens on any Collateral valued at $0.5 million or less the Equity Interests of such German Borrower (provided to the extent such Equity Interests are being transferred to a Person that all such Collateral releases pursuant to this paragraph is not a Loan Party) shall not exceed $2.0 million in the aggregate during the term of this Agreement)be automatically released. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s or Collateral Agent’s, as the case may be, 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 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent and Collateral Agent willwill promptly (and each Lender irrevocably authorizes the Administrative Agent and Collateral Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveBorrowers’ 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 Security 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, upon the reasonable request by the Administrative Agent, the Borrowers shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the transactions giving rise to such request have been consummated in accordance with this Agreement and the other Loan Documents. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, 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 or the Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. The Collateral 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 Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Collateral 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 Without limiting the provision of Section 9.09, the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential Bilateral Foreign Facility Lender) and the L/C Issuer irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shallAgent, at the request of the Borrower:its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (A) contingent indemnification obligationsobligations and (B) Other Secured Obligations) 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 L/C Issuer shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan DocumentDocument to a Person that is not a Loan Party, (iii) subject to Section 10.01that constitutes Excluded Assets, or (iv) if approved, authorized or ratified in writing by the Required Lenders, or in accordance with Section 10.01; (ivb) owned by a Guarantor upon to release of such any Guarantor from its obligations under its the Guaranty and other Loan Documents if such Person either (i) ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents or (ii) is not otherwise required to be a Guarantor pursuant to clause the provisions of the Loan Documents (including by ceasing to be a Material Domestic Subsidiary or a Material Foreign Subsidiary); and (c) below; (b) release or to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), (o) or (s); and (c) release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary 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 other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement)7.01. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.10. In each case as specified in this Section 9.10, the Collateral Administrative Agent will, at the BorrowerCompany’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 and security interest granted under the Security DocumentsCollateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan DocumentsDocuments and this Section 9.10. 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.

Collateral and Guaranty Matters. The Lenders (including in their capacities as potential Cash Management Banks and potential Hedge Banks) and the L/C Issuer irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree that: (a) 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 Loan Obligations (other than (A) contingent indemnification obligationsobligations not yet accrued and 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), the expiration or termination of all Letters of Credit with no pending drawings (other than Letters of Credit that have been backstopped, Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer have been made) and any other obligation (including a guarantee) that is contingent in nature), (ii) that at the time the property subject to such Lien is sold transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than any other 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 Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below, and/or (v) if the property subject to such Lien becomes Excluded Property; (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 the holder of any Lien on such property that is permitted by Section Sections 7.01(b), 7.01(c), 7.01(e), 7.01(f), 7.01(g), 7.01(j), 7.01(k), 7.01(m), 7.01(p), 7.01(q), 7.01(r), 7.01(u), 7.01 (ov), 7.01(w), 7.01(y), 7.01(aa), 7.01(bb), 7.01(dd) (to the extent the relevant Lien is of the type to which the Lien of the Collateral Agent is otherwise subordinated under this clause (b) pursuant to any of the other exceptions to Section 7.01 that are expressly included in this clause (b)) and/or 7.01(ff); provided that the subordination of any Lien on any property granted to or (sheld by the Collateral Agent shall only occur with respect to any Lien on such property that is permitted by Sections 7.01(r), 7.01(q) and/or 7.01(dd) to the extent that the Lien of the Collateral Agent with respect to such property is required to be subordinated to the relevant Permitted Lien in accordance with the documentation governing the Indebtedness that is secured by such Xxxxxxxxx Xxxx; and (c) release if any Subsidiary Guarantor (other than a Borrower, unless no Loans, fees or any other amounts due pursuant to the terms hereof are outstanding by such Borrower (other than (A) contingent indemnification obligations not yet accrued and 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 no Letters of Credit issued for the account of such Borrower are outstanding) becomes an Excluded Subsidiary or is transferred to any Person other than Parent Borrower or a Restricted Subsidiary, in each case as a result of a transaction or designation permitted hereunder (as certified in writing delivered to the Administrative Agent by a Responsible Officer), (x) such Subsidiary shall be automatically released from its obligations under the Guaranty if and (y) any Liens granted by such Subsidiary or Liens on the Capital Stock of such Subsidiary (to the extent such Capital Stock have become Excluded Equity or are being transferred to a Person ceases to that is not a Loan Party) shall be a automatically released; provided that, in the case of any Subsidiary Guarantor that becomes an Excluded Subsidiary solely as a result of a transaction permitted hereunder; provided with an Affiliate that results in such Subsidiary Guarantor becoming a non-wholly owned Restricted Subsidiary, no such release shall occur if be effective unless such Guarantor continues to be transfer is for a guarantor bona fide business purpose and, for the avoidance of doubt, not for the primary purpose of causing such release (in each case as determined by the Borrower in good faith). The Borrowers and the Guarantors hereby acknowledge and agree that the release of any Borrower in accordance with this Section 9.11(c) shall not affect the nature or validity of their joint and several obligations in respect of any other Indebtedness the obligations, if any, of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty so released, all of which shall remain in effect in accordance with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term terms of this Agreement)Agreement and the other Loan Documents. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s or Collateral Agent’s, as the case may be, authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor (other than Parent Borrower) from its obligations under the Guaranty pursuant to this Section 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent and Collateral Agent willwill promptly (and each Lender irrevocably authorizes the Administrative Agent and Collateral Agent to), at the Parent Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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, upon the reasonable request by the Administrative Agent, Parent Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the transactions giving rise to such request have been consummated in accordance with this Agreement and the other Loan Documents. Anything contained in any of the Loan Documents to the contrary notwithstanding, Parent Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral (including through any right of set-off) or to enforce the Guarantee, 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 or the Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code or pursuant to any other Debtor Relief Law), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code or pursuant to any other Debtor Relief Law) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

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 authorize each of agree (and authorizes the Administrative Agent and and/or the Collateral Agent toAgent, and such Agent shallas the case may be, at the request to take any necessary or advisable action to effectuate any of the Borrower:following): (a1) release 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 Secured Obligations (other than (w) outstanding Letters of Credit that have been Cash Collateralized, (x) Obligations under Secured Hedge Agreements, (y) Obligations under Secured Cash Management Agreements and (z) unasserted contingent indemnification obligationsobligations not yet accrued and payable) (the “Termination Date”), (ii) that at the time the property subject to such Lien is sold transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party (whether as a Restricted Payment, Disposition or an 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), 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) belowbelow or (v) if and to the extent such property constitutes an Excluded Asset; (b2) 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(j7.01(b), (oSection 7.01(i), Section 7.01(o) or (sor, to the extent related to the foregoing, Section 7.01(dd); and; (c3) release that any 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 or becomes an Excluded Subsidiary, in each case as a result of a transaction permitted hereunder (including as a result of a Subsidiary Guarantor being designated as an Unrestricted Subsidiary) 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 (after giving effect to the consummation of such transaction or designation) to be a guarantor in respect of any other Indebtedness Junior Financing; and (4) to act collectively through the Administrative Agent and, without limiting the delegation of authority to the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty Administrative Agent set forth herein, the Required Lenders shall direct the Administrative 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 in each case that could be waived with the consent of the Required Lenders), and such rights and remedies shall not be exercised other Indebtedness. In addition, than through the Collateral Agent may, in its sole discretion, release such Administrative Agent’s Liens on any Collateral valued at $0.5 million or less (; provided that all such Collateral releases pursuant to this paragraph the foregoing shall not exceed $2.0 million 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 aggregate during first proviso of Section 10.01 or from exercising rights and remedies (other than the term enforcement of this Agreement)Collateral) with respect to any payment default after the occurrence of the Maturity Date with respect to any Loans made by it. 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, as the case may be, ’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 9.109.11. In each case as specified in this Section 9.109.11, the Collateral applicable Agent willwill (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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 187 Loan DocumentsDocuments and this Section 9.11. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent. 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 Loan 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 Each Lender and the L/C Issuer hereby irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shallauthorizes Agent, at the request of the Borrower:its option and in its discretion, (a) to enter into, amend, restate, supplement or otherwise modify each of the Loan Documents to which it is a party (including, without limitation, the Security Instruments and the Guaranty (if necessary)) and to take all action contemplated by such documents. Each Lender agrees that no Secured Party (other than Agent) shall have the right individually to seek to realize upon the security granted by any Security Instruments or enforce its rights under the Guaranty, it being understood and agreed that such rights and remedies may be exercised solely by Agent for the benefit of the Secured Parties upon the terms of the Security Instruments; (b) in the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, to execute and deliver on behalf of the Secured Parties any Loan Document necessary or appropriate to grant and perfect a Lien on such Collateral in favor of Agent on behalf of the Secured Parties; (c) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations)) and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), (o) or (s); and (cd) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary 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 other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement). Upon request by the Administrative Agent or Collateral Agent at any time, each Lender and the Required Lenders L/C Issuer will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.10. In each case . (s) Section 10.01 is hereby amended by adding a new clause (h) thereof, with appropriate punctuation changes, to read as specified in this Section 9.10, the Collateral Agent will, at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described above, 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 security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents.follows:

Collateral and Guaranty Matters. The Lenders Each Lender and each other Secured Party irrevocably authorize each of authorizes and instructs the Administrative Agent and Collateral Agent to, and such the Administrative Agent shall, at the request of the Borrower: (a) release (or evidence the release of) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination the occurrence of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations)Termination Date, (ii) that is sold or otherwise Disposed of (or to be sold or otherwise disposed of Disposed of) as part of or in connection with any sale Disposition permitted under (or other disposition permitted hereunder or under any other not restricted by) the Loan DocumentDocuments (subject to the last paragraph of Section 6.07), (iii) that does not constitute (or ceases to constitute) Collateral (and/or otherwise becomes an Excluded Asset), (iv) if the property subject to Section 10.01such Lien is owned by a Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from its Loan Guaranty otherwise in accordance with the Loan Documents, (v) as required under clause (d) below, (vi) pursuant to the provisions of any applicable Loan Document or (vii) if approved, authorized or ratified in writing by the Required LendersLenders in accordance with Section 9.02; (b) subject to Section 9.22, release (or (ivevidence the release of) owned by a Guarantor upon release of such any Subsidiary Guarantor from its obligations under the Loan Guaranty (i) 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), (ii) on the Termination Date and/or (iii) in the case of any Discretionary Guarantor, at the election of the Borrower, upon notice from the Borrower to the Administrative Agent at any time; provided that if any Subsidiary Guarantor ceases to constitute a Wholly-Owned Subsidiary, such Subsidiary Guarantor shall not be released from its Loan Guaranty pursuant unless (A) such Subsidiary Guarantor is no longer a direct or indirect subsidiary of the Borrower, (B) after giving pro forma effect to clause such release and the consummation of the relevant transaction, the Borrower is deemed to have made a new Investment in such Person (as if such Person was then newly acquired) and such Investment is permitted by the Loan Documents or (C) such Dispositions of Capital Stock is a good faith Disposition to a bona fide unaffiliated third party (as determined by the Borrower in good faith) for fair market value and for a bona fide business purpose (as determined by the Borrower in good faith); it being understood that this proviso shall not limit the release of any Subsidiary Guarantor that otherwise constitutes an Excluded Subsidiary for any reason other than not constituting a Wholly-Owned Subsidiary of the Borrower (this proviso, the “Specified Guarantor Release Provision”); (c) below; (b) release or subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(jSections 6.02(d), 6.02(e), 6.02(g)(i), 6.02(l), 6.02(m), 6.02(n), 6.02(o) (oother than any Lien on the Capital Stock of any Subsidiary Guarantor), 6.02(q), 6.02(r), 6.02(s) (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 6.02 that are expressly included in this clause (c)), 6.02(u) (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 6.02 that are expressly included in this clause (c)), 6.02(x), 6.02(y), 6.02(z)(i), 6.02(bb), 6.02(cc), 6.02(dd) (in the case of clause (ii) thereof, to the extent the relevant Lien covers cash collateral posted to secure the relevant obligation), 6.02(ee), 6.02(ff), 6.02(gg), 6.02(ii), and/or 6.02(mm) (and, in each case, any Lien securing any Refinancing Indebtedness in respect of any thereof to the extent such Refinancing Indebtedness is permitted to be secured under Section 6.02(k)); (d) enter into subordination, intercreditor, collateral trust and/or similar agreements (including any Intercreditor Agreement and/or any amendment to any Intercreditor Agreement) with respect to any Indebtedness that is (i) required or permitted to be subordinated hereunder and/or (s)ii) secured by Xxxxx, and with respect to which Indebtedness, this Agreement contemplates an intercreditor, subordination, collateral trust or similar agreement, with each of the Lenders and the other Secured Parties irrevocably agreeing to the treatment of the Lien on the Collateral securing the Secured Obligations as set forth in any such agreement and that it will be bound by and will take no action contrary to the provisions of any such agreement; and (ce) release execute and/or deliver, as applicable, any Guarantor from its obligations under the Guaranty if such Person ceases amendment to be a Subsidiary 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 UCC financing statement and/or any other Indebtedness document evidencing the security interest granted pursuant to the Collateral Documents to indicate that Excluded Assets and/or other assets that do not constitute Collateral are not subject to the security interest granted pursuant to the Collateral Documents. Upon the request of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement). Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor Loan Party from its obligations under the Loan Guaranty or its Lien on any Collateral pursuant to this Section 9.10Article 8. In each case as specified in this Section 9.10Article 8, the Collateral Administrative Agent willwill (and each Lender, and each Issuing Bank hereby authorizes the Administrative Agent to), without recourse or warranty (other than as to the Administrative Agent’s authority to execute and deliver the same) and at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 and security interest granted under the Security Collateral Documents, to subordinate its interest therein, or to release such Guarantor Loan Party from its obligations under the Loan Guaranty, in each case in accordance with the terms of the Loan DocumentsDocuments and this Article 8; provided that, upon the request of the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Notwithstanding anything to the contrary in this Section 8.09 or in any other provision of any Loan Document, each Lender and each other Secured Party hereby authorizes the Administrative Agent to, and the Administrative Agent shall, execute and deliver any instruments, documents, consents, acknowledgments, and agreements necessary or desirable to evidence, effectuate or confirm the release of any Subsidiary Guarantor or Collateral or the subordination of any Lien pursuant to the provisions of this Section 8.09. It is understood and agreed that, notwithstanding anything to the contrary herein, in any other Loan Document and/or in the documentation governing any Hedge Agreement and/or any agreement governing Banking Services, (a) unless otherwise agreed to by the Borrower and any applicable counterparty to any agreement governing any Secured Hedging Obligation and/or any Banking Service, the obligations of Holdings, the Borrower or any subsidiary under any such agreement shall be secured and guaranteed pursuant to the Collateral Documents and the Loan Guaranty only to the extent that, and for so long as, the Obligations are so secured and guaranteed and (b) any release of any Lien on any Collateral and/or any Loan Guarantor effected in a manner permitted by this Agreement and/or any other Loan Document shall not require the consent of any such counterparty.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree: (a) release 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 in cash in immediately available funds of all Secured Obligations (other than (x) obligations under Secured Hedge Agreements and Treasury Services Agreements not yet due and payable and (y) contingent indemnification obligationsobligations not yet accrued and payable) and the expiration or termination or cash collateralization of all Letters of Credit (or 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) (the “Discharge of Obligations”), (ii) that at the time the property subject to such Lien is sold or to be sold or otherwise disposed of Disposed as part of or in connection with any sale or other disposition Disposition permitted hereunder to any Person other than a Person required to xxxxx x Xxxx to the Administrative Agent or the Collateral Agent under any other the Loan DocumentDocuments (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 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 of 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 Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (cSection 9.11(c) 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(j), (oSections 7.01(u) or 7.01(w) (sto the extent required by the terms of the obligations secured by such Liens); and; (c) release that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunderin the circumstances described in Section 11.10; provided that that, in the case of any circumstances described in the first paragraph of Section 11.10, no such release shall occur if such Guarantor continues to be a guarantor in respect of any other Indebtedness for borrowed money permitted under Section 7.03 with an aggregate outstanding principal amount in excess of $100,000,000 or any Junior Financing; and (d) that the Borrower unless Administrative Agent and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretionwithout any further consent of any Lender, release such Agent’s Liens 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 any Collateral valued at $0.5 million or less a pari passu basis with the Obligations and/or (provided ii) a Junior Lien Intercreditor Agreement (it being understood and agreed that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million Agreement is the Initial First Lien Credit Agreement under and as defined in the aggregate during Junior Lien Intercreditor Agreement) with the term collateral agent or other representatives of the holders of Indebtedness permitted under Section 7.03, in each case, where such Indebtedness is secured by Liens permitted under Section 7.01. The Administrative Agent and 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 Administrative Agent and the Collateral Agent in accordance with the terms of this Agreement)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, as the case may be, ’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 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent or the Collateral Agent willwill promptly (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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 DocumentsDocuments and this Section 9.11. In connection with any such release or subordination, the Borrower shall deliver a certificate of a Responsible Officer to the Administrative Agent requesting such release and/or subordination and certifying that such release and/or subordination, and any Liens incurred in connection therewith, are permitted under the Loan Documents and the Administrative Agent may rely exclusively upon such certificate as to whether such release and/or subordination and any such other Liens are permitted. 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 authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree: (a) release that any Lien on any property granted to or held by the Collateral Administrative 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) Cash Management Obligations not yet due and payable and (y) contingent indemnification obligations)obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit, (ii) that at the time the property subject to such Lien is sold transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or and under any each other Loan DocumentDocument to any Person other than Holdings or any of the 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 Subsidiary Guarantor, upon release of such Subsidiary Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) to release or subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Permitted Lien on such property that is permitted by Section 7.01(j), (o) or (s7.01(i); and (c) release that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty and the Liens of the Collateral Documents shall be automatically released if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no such release shall occur if (after giving effect to such release) such Subsidiary Guarantor continues to be is a guarantor in respect of any other Indebtedness of the Borrower unless and until such Guarantor is (Holdings or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement)Subsidiary. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.109.11. In each case as specified in this Section 9.109.11, the Collateral Administrative Agent willwill (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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 DocumentsDocuments and this Section 9.11; provided, however, that (1) the Administrative Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Guarantor without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly so released) and the Administrative Agent’s Liens shall automatically attach to the proceeds from any such sale, license, lease, or other dispositions of any such Collateral; and (3) the Administrative Agent may request, and may rely conclusively on without further inquiry, a certificate from the Borrower or any other Loan Party certifying as to 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, in each case, pursuant to this Section 9.11.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree: (a) release 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 and Treasury Services Agreements not yet due and payable and (y) contingent indemnification obligations)obligations not yet accrued and payable) and the expiration, termination, backstop or cash collateralization (in a manner reasonably acceptable to the applicable L/C Issuers) of all Letters of Credit, (ii) that at the time the property subject to such Lien is sold or to be sold or otherwise disposed Disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Loan DocumentDocument to any Person other than a Person required to xxxxx x Xxxx to the Administrative Agent or 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 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 and (y) the priority of the new Lien is the same as that of 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 Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) 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(j), (o) or (s)7.01 to the extent such Lien is permitted to be senior to the Liens granted under the Collateral Documents; and (c) release 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 permitted or designation not prohibited hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any other Restricted Indebtedness, any Credit Agreement Refinancing Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, any Permitted Refinancing in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement)each case 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, as the case may be, ’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 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent or the Collateral Agent willwill promptly (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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 DocumentsDocuments and this Section 9.11.

Collateral and Guaranty Matters. The Lenders and, the L/C Issuers and the Designated Pari Passu Facility Providers irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shallAgent, at the request of the Borrower:its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Total Revolving Credit Commitments and payment in full of all Secured Obligations (other than (x) contingent indemnification obligations)obligations not yet accrued and payable and (y) obligations in respect of Secured Treasury Management Agreements and Secured Hedge Agreements) and each Letter of Credit having been backstopped or Cash Collateralized, in each case, in amounts and pursuant to documentation in form and substance satisfactory to the Administrative Agent and the relevant L/C Issuer, (ii) that is sold Disposed or to be sold or otherwise disposed Disposed of as part of or in connection with any sale or other disposition transaction permitted hereunder or under any other Loan Document, (iii) subject to Section 10.0111.01, if approved, authorized or ratified in writing by the Required Lenders, Lenders or (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant that is on or with respect to clause (c) below;Mortgaged Property which is not Material Real Property; and (b) release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), (o) or (s); and (c) release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary or transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect hereunder or the application of any other Indebtedness clause (v) of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term definition of this Agreement)Excluded Subsidiary thereto. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s or Collateral Agent’s, as the case may be, authority to release or subordinate its interest in particular types or items of property, property or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.1010.09. In each case as specified in this Section 9.1010.09, the Collateral Agent will, at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveBorrowers’ 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 and security interest granted under the Security Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan DocumentsDocuments and this Section 10.09.

Collateral and Guaranty Matters. The (a) Each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request (without requirement of the Borrower: notice to or consent of any Lender except as expressly required by Section 11.1): (ai) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i1) upon termination at the time the property subject to such Lien is Disposed of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations), (ii) that is sold or to be sold or otherwise disposed Disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party, (iii2) subject to Section 10.0111.1, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv3) 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 the Guarantee or (4) that constitutes Excluded Assets; (ii) to clause (c) below; (b) release or subordinate subordinate, as expressly permitted hereunder, any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j)this Agreement to the extent required by the holder of, or pursuant to the terms of any agreement governing, the obligations secured by such Liens; (oiii) or (s); and (c) to release any Guarantor from its obligations under the Guaranty Guarantee 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 and (iv) to release shall occur if such any Collateral or Guarantor continues Obligations to be a guarantor in respect the extent necessary to permit consummation of any other Indebtedness of the Borrower unless and until such Guarantor is transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 11.1. (or is being simultaneouslyb) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement). Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, authority to release or subordinate its interest in particular types or items of property, or to release (pursuant to clause (a) above) any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case Guarantee. (c) At such time as specified the Loans, the Reimbursement Obligations and the other Obligations (other than contingent obligations for which no claim has been made) shall have been satisfied by payment in this Section 9.10full in immediately available funds, the Commitments have been terminated and no Letters of Credit shall be outstanding or all outstanding Letters of Credit have been Collateralized, the Collateral shall be automatically released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent willand each Group Member under the Security Documents shall automatically terminate, at all without delivery of any instrument or performance of any act by any Person. (d) If (i) a Guarantor was released from its obligations under the Borrower’s expense and provided that the Borrower shall have provided Guarantee or (ii) the Collateral was released from the assignment and security interest granted under the Security Document (or the interest in such item subordinated), the Administrative Agent such certifications or documents as will (and each Lender irrevocably authorizes the Collateral Administrative Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described above, to) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such Guarantor from its obligations under the Guarantee, the release of such item of Collateral from the assignment and security interest granted under the Security Documents, Documents or to release subordinate its interest in such Guarantor from its obligations under the Guarantyitem, in each case in accordance with the terms of the Loan DocumentsDocuments and this Section 10.10.

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacities as a potential Hedge Bank) irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borrower:Agent, (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 other Secured Parties; (b) to automatically release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (A) contingent indemnification obligationsobligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Hedge Agreements not due and payable), (ii) that at the time the property subject to such Lien is sold Disposed or to be sold or otherwise disposed of Disposed as part of or in connection with any sale or Disposition permitted (other disposition permitted than a lease and other than to a Person that is a Loan Party) hereunder or under any other Loan Document, (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) below;, (v) if such property becomes Excluded Property (as defined in the applicable Security Agreement) or (vi) with respect to any Revolving Priority Collateral, pursuant to the last paragraph of the definition of “Collateral and Guarantee Requirement.” (bc) to release or subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j)7.01(u) to the extent required by the holder of, (o) or (s); andpursuant to the terms of any agreement governing, the obligations secured by such Liens; (cd) to release any Subsidiary Guarantor from its obligations under the Guaranty Guaranty, if in the case of any such Subsidiary, such Person ceases to be a Subsidiary or (subject to Section 11.09) 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 or obligor in respect of any other Indebtedness of the Borrower unless and until such Guarantor is Junior Financing, any Refinancing Equivalent Debt or any Incremental Equivalent Debt or any Permitted Refinancing in respect thereof; and (or is being simultaneouslye) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent mayto, in its sole discretion, release such Agent’s Liens any Lien on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate not in excess of $5.0 million during the term each fiscal year without consent of this Agreement)any Lender. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.10. In each case as specified in this Section 9.10, the Collateral Administrative Agent willwill (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 and security interest granted under the Security DocumentsCollateral Documents 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 DocumentsDocuments and this Section 9.10.

Collateral and Guaranty Matters. The Each of the Lenders irrevocably authorize (including in its capacities as a potential Cash Management Bank, potential Line of Credit Bank, potential Franchisee Loan Facility Guaranty Beneficiary and a potential Hedge Bank) and each of the L/C Issuers irrevocably authorize the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the BorrowerAgent: (a) to release any Lien on any property granted to to, or held by by, the Collateral Administrative Agent under any Loan Document Document, and to release any Guarantor from its obligations under the Guaranty, in each case (i) upon termination Payment in Full of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations), or (ii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01; (b) to release any Lien on any property (or any part thereof) granted to or held by the Required LendersAdministrative Agent under any Loan Document that is Disposed of or to be Disposed of as part of, or in connection with, any Disposition permitted or not prohibited hereunder or under any other Loan Document (ivother than to a Loan Party); (c) owned by a Guarantor upon to release of such any Guarantor from its obligations under its the Guaranty pursuant or the Collateral Documents if such Person ceases to clause (c) belowbe a Subsidiary as a result of a transaction permitted or not prohibited hereunder; (bd) to release any Guarantor from its obligations under the Guaranty or the Collateral Documents if such Person becomes an Excluded Subsidiary as a result of a transaction permitted or not prohibited hereunder; and (e) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), (o) or (s); and (c) release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary 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 other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement7.01(i). Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, authority to release or subordinate its interest in particular types or items of property, property or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Collateral Administrative Agent willwill promptly , at the Borrower’s expense and provided that upon receipt of any certifications reasonably requested by the Borrower shall have provided the Collateral Administrative Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveconnection therewith, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence or effect the release of such item of Collateral from the assignment and security interest granted under the Security DocumentsCollateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan DocumentsDocuments and this Section 9.10. Without limiting the foregoing, the Administrative Agent shall release from the Lien of any Loan Document, without the consent or other action of the Lenders, property of the Loan Parties Disposed in a transaction permitted or not prohibited by the Loan Documents (other than in connection with any Disposition to another Loan Party).

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree: (a) release 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) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (y) contingent indemnification obligations)obligations not yet accrued and payable) and the expiration or termination or Cash Collateralization of all Letters of Credit, (ii) that at the time the property subject to such Lien is sold Disposed or to be sold or otherwise disposed of substantially simultaneously Disposed as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Loan DocumentDocument to any Person other than a Person required to xxxxx x Xxxx to the Administrative Agent or 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 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 of 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 Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) the Collateral Agent is authorized to release or subordinate any Lien on any property granted to or held by 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(j), (o) or (s); andCollateral; (c) release that any Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary (other than pursuant to clause (b) of the definition thereof unless 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 any other Indebtedness of the Borrower unless and until such Guarantor is Junior Financing; and (or is being simultaneouslyd) released from its guaranty with respect to such other Indebtedness. In addition, (x) the Collateral Agent may, in its sole discretionwithout any further consent of any Lender, release such Agent’s Liens on any Collateral valued at $0.5 million enter into or less amend (provided that all such Collateral releases i) a First Lien Intercreditor Agreement with the collateral agent or other representative of the holders of Permitted Notes issued pursuant to this paragraph Section 7.03(r) or Permitted Ratio Debt issued or incurred pursuant to Section 7.03(s), in each case, that are 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 Permitted Ratio Debt or other Indebtedness that is permitted to be secured by a Lien on the 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 other Liens are permitted and (z) any First Lien Intercreditor Agreement or Second Lien Intercreditor Agreement entered into by the Collateral Agent shall not exceed $2.0 million in be binding on the aggregate during the term of this Agreement)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, as the case may be, ’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 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent or the Collateral Agent willwill (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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 DocumentsDocuments and this Section 9.11.

Collateral and Guaranty Matters. The Lenders Each Lender and each other Secured Party irrevocably authorize each of authorizes and instructs the Administrative Agent and Collateral Agent to, and such the Administrative Agent shall, at the request of the Borrower: (a) release (or evidence the release of) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination the occurrence of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations)Termination Date, (ii) that is sold or otherwise Disposed of (or to be sold or otherwise disposed of Disposed of) as part of or in connection with any sale Disposition permitted under (or other disposition permitted hereunder or under any other not restricted by) the Loan DocumentDocuments (subject to the last paragraph of Section 6.07), (iii) that does not constitute (or ceases to constitute) Collateral (and/or otherwise becomes an Excluded Asset), (iv) if the property subject to Section 10.01such Lien is owned by a Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from its Loan Guaranty otherwise in accordance with the Loan Documents, (v) as required under clause (d) below, (vi) pursuant to the provisions of any applicable Loan Document or (vii) if approved, authorized or ratified in writing by the Required LendersLenders in accordance with Section 9.02; (b) subject to Section 9.22, release (or (ivevidence the release of) owned by a Guarantor upon release of such any Subsidiary Guarantor from its obligations under the Loan Guaranty (i) 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), (ii) on the Termination Date and/or (iii) in the case of any Discretionary Guarantor, at the election of the Borrower, upon notice from the Borrower to the Administrative Agent at any time; provided that if any Subsidiary Guarantor ceases to constitute a Wholly-Owned Subsidiary, such Subsidiary Guarantor shall not be released from its Loan Guaranty pursuant unless (A) such Subsidiary Guarantor is no longer a direct or indirect subsidiary of the Borrower, (B) after giving pro forma effect to clause such release and the consummation of the relevant transaction, the Borrower is deemed to have made a new Investment in such Person (as if such Person was then newly acquired) and such Investment is permitted by the Loan Documents or (C) such Dispositions of Capital Stock is a good faith Disposition to a bona fide unaffiliated third party (as determined by the Borrower in good faith) for fair market value and for a bona fide business purpose (as determined by the Borrower in good faith); it being understood that this WEIL:\98124242\16\45453.0004 WEIL:\98997375\7\45453.0004 proviso shall not limit the release of any Subsidiary Guarantor that otherwise constitutes an Excluded Subsidiary for any reason other than not constituting a Wholly-Owned Subsidiary of the Borrower (this proviso, the “Specified Guarantor Release Provision”); (c) below; (b) release or subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(jSections 6.02(d), 6.02(e), 6.02(g)(i), 6.02(l), 6.02(m), 6.02(n), 6.02(o) (oother than any Lien on the Capital Stock of any Subsidiary Guarantor), 6.02(q), 6.02(r), 6.02(s) (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 6.02 that are expressly included in this clause (c)), 6.02(u) (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 6.02 that are expressly included in this clause (c)), 6.02(x), 6.02(y), 6.02(z)(i), 6.02(bb), 6.02(cc), 6.02(dd) (in the case of clause (ii) thereof, to the extent the relevant Lien covers cash collateral posted to secure the relevant obligation), 6.02(ee), 6.02(ff), 6.02(gg), 6.02(ii), and/or 6.02(mm) (and, in each case, any Lien securing any Refinancing Indebtedness in respect of any thereof to the extent such Refinancing Indebtedness is permitted to be secured under Section 6.02(k)); (d) enter into subordination, intercreditor, collateral trust and/or similar agreements (including any Intercreditor Agreement and/or any amendment to any Intercreditor Agreement) with respect to any Indebtedness that is (i) required or permitted to be subordinated hereunder and/or (s)ii) secured by Xxxxx, and with respect to which Indebtedness, this Agreement contemplates an intercreditor, subordination, collateral trust or similar agreement, with each of the Lenders and the other Secured Parties irrevocably agreeing to the treatment of the Lien on the Collateral securing the Secured Obligations as set forth in any such agreement and that it will be bound by and will take no action contrary to the provisions of any such agreement; and (ce) release execute and/or deliver, as applicable, any Guarantor from its obligations under the Guaranty if such Person ceases amendment to be a Subsidiary 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 UCC financing statement and/or any other Indebtedness document evidencing the security interest granted pursuant to the Collateral Documents to indicate that Excluded Assets and/or other assets that do not constitute Collateral are not subject to the security interest granted pursuant to the Collateral Documents. Upon the request of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement). Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor Loan Party from its obligations under the Loan Guaranty or its Lien on any Collateral pursuant to this Section 9.10Article 8. In each case as specified in this Section 9.10Article 8, the Collateral Administrative Agent willwill (and each Lender, and each Issuing Bank hereby authorizes the Administrative Agent to), without recourse or warranty (other than as to the Administrative Agent’s authority to execute and deliver the same) and at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 and security interest granted under the Security Collateral Documents, to subordinate its interest therein, or to release such Guarantor Loan Party from its obligations under the Loan Guaranty, in each case in accordance with the terms of the Loan DocumentsDocuments and this Article 8; provided that, upon the request of the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Notwithstanding anything to the contrary in this Section 8.09 or in any other provision of any Loan Document, each Lender and each other Secured Party hereby authorizes the Administrative Agent to, and the Administrative Agent shall, execute and deliver any instruments, documents, consents, acknowledgments, and agreements necessary or desirable to evidence, effectuate or confirm the release of any Subsidiary Guarantor or Collateral or the subordination of any Lien pursuant to the provisions of this Section 8.09. It is understood and agreed that, notwithstanding anything to the contrary herein, in any other Loan Document and/or in the documentation governing any Hedge Agreement and/or any agreement governing Banking Services, (a) unless otherwise agreed to by the Borrower and any applicable counterparty to any agreement governing any Secured Hedging Obligation and/or any Banking Service, the obligations of Holdings, the Borrower or any subsidiary under any such agreement shall be secured WEIL:\98124242\16\45453.0004 WEIL:\98997375\7\45453.0004 and guaranteed pursuant to the Collateral Documents and the Loan Guaranty only to the extent that, and for so long as, the Obligations are so secured and guaranteed and (b) any release of any Lien on any Collateral and/or any Loan Guarantor effected in a manner permitted by this Agreement and/or any other Loan Document shall not require the consent of any such counterparty.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shallAgent, at the request of the Borrower:its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments Revolving Credit Facility and payment in full of all Secured Obligations (other than (A) contingent indemnification obligationsobligations and (B) obligations and liabilities under Specified Cash Management Agreements and Specified 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 L/C Issuer shall have been made), (ii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) with respect to any Subsidiary who is Subsidiary Guarantor or whose Equity Interests have been pledged pursuant to the Foreign Subsidiary Pledge Documents, the Administrative Agent may release such guaranty or pledge if such Subsidiary ceases to be a Subsidiary or becomes an Excluded Pledge Subsidiary, an Excluded Domestic Guaranty Subsidiary or an Excluded Foreign Guaranty Subsidiary, as applicable, in each case in a transaction permitted hereunder; (c) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), (o) or (s7.01(i); and (cd) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if such Person ceases to be a Subsidiary 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 other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement). Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.10. In each case as specified in this Section 9.10, the Collateral Agent will, at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described above, 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 security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each Each of the Administrative Agent Lenders, Agents and Collateral Agent to, and such Agent shall, at the request of the Borrower:other Secured Parties hereby irrevocably, (a) release any Lien on any property agree that the Liens granted to the Administrative Agent or held by the Collateral Agent under by the Loan Parties on any Loan Document asset, property or other Collateral shall be immediately and automatically released, in each case, without any further action by any Person (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligationsobligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements), (ii) that is sold upon the sale or to be sold or otherwise disposed other disposition of any Collateral as part of or in connection with any sale or other disposition permitted hereunder under the Loan Documents to a Person that is not a Loan Party or under a Subsidiary (including, for the avoidance of doubt, the OWN/DAS Disposal and any other Loan DocumentAlternative OWN/DAS Disposal), (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) to the extent such property is secured by a Permitted Lien under clause (6) of the definition thereof, (v) (x) upon any asset, property or other Collateral constituting or becoming Excluded Assets as a result of an occurrence permitted under the Loan Documents, (y) subject to the last proviso in the definition of “Excluded Subsidiary”, as to the assets owned by such Excluded Subsidiary (or with respect to which an Excluded Subsidiary has rights), upon any Person becoming an Excluded Subsidiary or (z) upon any Receivables Assets becoming subject to a Qualified Receivables Factoring or otherwise being transferred or purported to be transferred by a Borrower or any Subsidiary in connection with a Qualified Receivables Factoring or (vi) to the extent such asset, property or other Collateral is owned by a Subsidiary Guarantor upon release of such Subsidiary Guarantor from its obligations under its Guaranty or hereunder, as applicable, pursuant to clause (c) below; (b) authorize the Administrative Agent and the Collateral Agent, and each of the Administrative Agent and the Collateral Agent shall be required to, to the extent requested by the Borrower, release or subordinate any Lien on any property (and execute and deliver any release documentation or customary “no interest” letter (or similar) required or reasonably requested by the Borrower in connection therewith) granted to or held by the Administrative Agent or Collateral Agent under any Loan Document to the holder of any Permitted Lien on such property that is permitted by Section 7.01(jclauses (1), (o4), (5), (6) (only with regard to Section 7.03(b)(4)), (9), (11) (solely with respect to cash deposits), (16), (17) (other than with respect to self-insurance arrangements), (19), (21), (23) (solely to the extent relating to a lien of the type allowed pursuant to clauses (9) and (11) (solely with respect to cash deposits) of the definition thereof), (25) (solely to the extent relating to a lien of the type allowed pursuant to clause (6) of the definition of “Permitted Liens” and securing obligations under Indebtedness of the type allowed pursuant to Section 7.03(b)(4)), (26) (solely to the extent the Lien of the Collateral Agent on such property is not, pursuant to such agreements, permitted to be senior to or pari passu with such Liens), (s29) (solely with respect to cash deposits), (35), (39) (only for so long as required to be secured for such letter of intent or investment) and (45) of the definition thereof; andPRIVATE & CONFIDENTIAL SUBJECT TO FRE 408 & ITS EQUIVALENTS (c) release agree that a Guarantor shall be immediately and automatically released from any Guarantor Guaranty and from its obligations under the Guaranty thereunder (x) if such Person ceases to be a Subsidiary Subsidiary, or is no longer required to be a Guarantor, as applicable, as a result of a transaction permitted hereunder; provided that no such release shall occur if such Subsidiary Guarantor continues will be released from its guarantee solely as a result of ceasing to be a guarantor in respect wholly-owned Subsidiary unless (A) such Subsidiary Guarantor ceases to be a wholly-owned Subsidiary pursuant to a transaction with a third party (that is not an Affiliate of any other Loan Party) for a legitimate business purpose (as determined in good faith by the Borrower) and not for the primary purpose of releasing the Guarantee, the incurrence of Indebtedness or with intent to avoid or circumvent the requirements of any of the Specified Provisions and (B) such transaction otherwise complies with the terms of this Agreement (with the Borrower unless being deemed to have made an Investment in the Equity Interests of such resulting Non-Guarantor Subsidiary retained by any Loan Party or any Subsidiary, and until such Guarantor Investment is a Permitted Investment) or (or is being simultaneouslyy) released from its guaranty with respect the Obligations are paid in full (other than contingent indemnification obligations as to such other Indebtedness. In additionwhich no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements); and (d) authorize the Administrative Agent and the Collateral Agent, and each of the Administrative Agent and the Collateral Agent mayshall be required to, in its sole discretionto the extent requested by any Borrower, release such Agent’s Liens on establish intercreditor arrangements (including entering into any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of Intercreditor Agreement) as contemplated by this Agreement). Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.10. In each case as specified in this Section 9.109.11, the Collateral applicable Agent willagrees that it will (and each Lender Agent and other Secured Party irrevocably authorizes the applicable Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described above, promptly execute and deliver to the applicable Loan Party and file, if applicable (such actions and such execution, delivery and filing, the “Release Actions”), at the Borrower’s expense, such documents (including, but not limited to, lien releases, mortgage releases or assignments of mortgages, discharges of security interests, pledges and guarantees and other similar discharge or release 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 Security Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case case, in accordance with the terms of the Loan DocumentsDocuments and this Section 9.11; provided that the Borrower shall have delivered to the Collateral Agent a certificate of a Responsible Officer of the Borrower (a “Release Certificate”) certifying that any such transaction has been consummated in compliance with this Agreement and the other Loan Documents (and for the avoidance of doubt, no other documentation or information shall be required to be provided by the Borrower or any Subsidiary). Each of the Collateral Agent and the Administrative Agent shall be entitled to rely and shall rely exclusively on such Release Certificate in taking such Release Actions and performing their obligations under this Section 9.11, and the Collateral Agent and the Administrative Agent will be fully exculpated from any liability and shall be fully protected and shall not have any liability whatsoever to any Secured Party as a result of such reliance or the consummation of any release or subordination or other Release Action. Each Lender and each other Secured Party irrevocably authorizes and irrevocably directs the Collateral Agent and the Administrative Agent to take such Release Actions and consents to reliance on any Release Certificate. Neither the Administrative Agent nor the Collateral Agent shall be responsible for, or have a duty to ascertain or inquire into, any statement in a Release Certificate, the compliance of any identified transaction with the terms of a Loan Document, 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 contained in any certificate prepared or delivered by any Loan Party in connection with the Collateral or compliance with the terms set forth above or in a Loan Document.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each Each of the Administrative Agent Lenders (including in its capacities as a potential Cash Management Bank and Collateral Agent to, and such Agent shall, at the request of the Borrowera potential Hedge Bank) irrevocably agree: (a) release 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 Secured Obligations (other than (w) outstanding Letters of Credit that have been Cash Collateralized on terms reasonably satisfactory to the L/C Issuer or otherwise satisfied as reasonably agreed by the L/C Issuer, (x) obligations under Secured Hedge Agreements, (y) Cash Management Obligations and (z) contingent indemnification obligationsobligations not yet accrued and payable), (ii) that at the time the property subject to such Lien is sold transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than 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 LendersLenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), 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) below;or (d) below or (v) if and to the extent such property constitutes an Excluded Asset. (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(j7.01(i), (oSection 7.01(n), Section 7.01(p) or (sand Section 7.01(kk); and; (c) to release any Guarantor from its obligations under the Guaranty and the Collateral Documents 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, (ii) becomes an Unrestricted Subsidiary or an Excluded Subsidiary as a result of a transaction or designation permitted hereunder or (iii) 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 other Credit Agreement Refinancing Indebtedness of or any Junior Financing; (d) if any Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), and the Borrower unless and until notifies the Administrative Agent in writing that it wishes such Guarantor is (or is being simultaneously) to be released from its guaranty 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) to release such Subsidiary from its obligations under the Guaranty and (ii) to 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 continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness or any Junior Financing; and (e) that the Administrative Agent and the Collateral Agent are irrevocably authorized to act collectively through the Administrative Agent and, without limiting the delegation of authority to the Administrative Agent set forth herein, the Required Lenders shall direct the Administrative 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 rights and remedies shall not be exercised other Indebtedness. In addition, than through the Collateral Agent may, in its sole discretion, release such Administrative Agent’s Liens on any Collateral valued at $0.5 million or less (; provided that all such Collateral releases pursuant to this paragraph the foregoing shall not exceed $2.0 million 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 aggregate during first proviso of Section 10.01 or from exercising rights and remedies (other than the term enforcement of this Agreement)Collateral) with respect to any payment default after the occurrence of the Maturity Date with respect to any Loans made by it. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01 will confirm in writing the Administrative Collateral Agent’s or Collateral Agent’s, as the case may be, 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 9.109.11. In each case as specified in this Section 9.109.11, the Collateral applicable Agent willwill (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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 DocumentsDocuments and this Section 9.11.

Collateral and Guaranty Matters. The Each of the Lenders irrevocably authorize authorizes the Administrative Agent and the Collateral Agent, and each of the Administrative Agent and the Collateral Agent to, and such Agent shall, at the request of the Borroweragrees that it will: (a) release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination the Discharge of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations)Obligations, (ii) that at the time the property subject to such Lien is sold transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan DocumentDocument (including in connection with a Permitted Sale-Leaseback Transaction) to any Person other than Holdings, the Borrower or any of the 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 Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) 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(j9.1(i), (o) or (s); and; (c) release any Guarantor 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 First Lien Facility, ABL Facility, Senior Notes, any other Credit Agreement Refinancing Indebtedness or any Junior Financing; and (d) if any Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer of the Borrower), and the Borrower unless and until notifies the Administrative Agent in writing that it wishes such Guarantor is (or is being simultaneously) to be released from its guaranty with respect to such other Indebtedness. In addition, obligations under the Guaranty and provides the Administrative Agent and the Collateral Agent maysuch certifications or documents with respect thereto as either such Agent shall reasonably request, in its sole discretion, (i) release such Agent’s Subsidiary from its obligations under the Guaranty and (ii) release any Liens granted by such Subsidiary or Liens on any Collateral valued at $0.5 million or less (the Equity Interests of such Subsidiary; provided that all no such Collateral releases pursuant release shall occur if such Subsidiary continues to this paragraph shall not exceed $2.0 million be a guarantor in respect of the aggregate during First Lien Facility, ABL Facility, the term of this Agreement)Senior Notes, any Credit Agreement Refinancing Indebtedness or any other Junior Financing. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Requisite Lenders will confirm in writing the Administrative Collateral Agent’s or Collateral Agent’s, as the case may be, authority to release or subordinate its security interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.1011.11. In Notwithstanding the foregoing, in each case as specified in this Section 9.1011.11, the Collateral applicable Agent willwill (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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 11.11. In connection with the delivery of any such release or subordination documentation by the Administrative Agent pursuant to this Section 11.11, the Borrower shall have delivered to the Administrative Agent, prior to the date of the proposed release or subordination, a written request for release or subordination identifying the relevant Guarantor and/or Collateral and the terms of the sale or other disposition or transaction in reasonable detail, including such other information as the Administrative Agent shall reasonably request, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree that: (a) release any Lien on any property granted to or held by the Collateral Administrative 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) Cash Management Obligations and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (or cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided), (ii) that at the time the property subject to such Lien is sold transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than the Borrower or any of its Domestic Subsidiaries that are Restricted 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 Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) belowbelow or (v) upon the terms of the Collateral Documents or the Additional Senior Secured Notes Intercreditor Agreement or any other intercreditor agreement entered into pursuant thereto; (b) to release or subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j7.01(i), (o) or (s); and; (c) release any 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 or, subject to Section 7.14, 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 any Existing Notes, any Senior 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 Extended Term Loan or Extended Revolving Credit Commitment: (i) amendments to the Collateral Documents that the Administrative Agent deems reasonable; (ii) any Pari Passu Intercreditor Agreement; (iii) any Junior Priority Intercreditor Agreement; and (iv) any other Indebtedness of intercreditor agreement it deems reasonable, provided that any such intercreditor agreement contemplated by this clause (iv) shall be posted to the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect Lenders three Business Days before execution thereof and, if the Required Lenders shall not have objected to such other Indebtedness. In additionintercreditor agreement, then the Collateral Required Lenders shall be deemed to agree that the Administrative Agent may, in its sole discretion, release entry into such intercreditor agreement is reasonable and to have consented to such intercreditor agreement and the Administrative Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement)execution thereof. Upon request by the Administrative Agent or Collateral 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 or Collateral Agent’s, as the case may be, 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 9.109.11. In each case as specified in this Section 9.109.11, the Collateral Administrative Agent willwill (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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 DocumentsDocuments and this Section 9.11.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree: (a) release 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 contingent indemnification obligationsobligations not yet accrued and payable), (ii) that at the time the property subject to such Lien is sold Disposed or to be sold or otherwise disposed of Disposed as part of or in connection with any sale or other disposition Disposition permitted hereunder to any Person other than a Person required to xxxxx x Xxxx to the Administrative Agent or the Collateral Agent under any other the Loan DocumentDocuments, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or Lenders (iv) to the extent such asset constitutes an Excluded Asset (as defined in the Security Agreement) or (v) 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) 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(j), (oSections 7.01(u) or (sw) (in the case of clause (w); and, to the extent required by the terms of the obligations secured by such Liens); (c) release 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 (x) no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, the ABL Facility or any other Indebtedness Junior Financing with a principal amount in excess of the Borrower unless Threshold Amount and until such (y) no Guarantor is (or is being simultaneously) shall be released from its guaranty obligations under the Guaranty as a result of becoming a non-wholly owned Subsidiary of Holdings unless the transaction resulting in such Guarantor becoming a non-wholly-owned subsidiary of Holdings is an arm’s-length transaction with respect to such a Person other Indebtedness. In addition, than an Affiliate; and (d) the Administrative Agent and/or the Collateral Agent may, in its sole discretionwithout any further consent of any Lender, release such Agent’s Liens on enter into (i) the ABL Intercreditor Agreement, (ii) a First Lien Intercreditor Agreement with the Other Debt Representative for the Senior Secured Notes and any Collateral valued at $0.5 million Permitted First Priority Refinancing Notes or less (provided that all such Collateral releases any Indebtedness incurred pursuant to this paragraph shall not exceed $2.0 million Section(g), (q) or (s) that is secured on a pari passu basis with the Liens securing the Obligations and/or (iii) a Junior Lien Intercreditor Agreement with the Other Debt Representative for any Permitted Second Priority Refinancing Debt or any Indebtedness incurred pursuant to Sections 7.03 (g), (q) or (s) that is secured on a junior lien basis with the Liens securing the Obligations, in each case, where such Indebtedness is secured by Xxxxx permitted under Section 7.01. The Administrative Agent and the aggregate during Collateral Agent may rely exclusively on a certificate of a Responsible Officer of Holdings or the term Borrower as to whether any such other Liens are permitted. The ABL Intercreditor Agreement, the First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement entered into by the Administrative Agent and/or Collateral Agent in accordance with the terms of this Agreement)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, as the case may be, ’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 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent or the Collateral Agent willwill promptly (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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 DocumentsDocuments and this Section 9.11.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borrower: (a) release agree: that any Lien on any property granted to or held by the Collateral Administrative 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 in respect of any Secured Hedge Agreements, (y) Cash Management Obligations and (z) contingent indemnification obligationsobligations and other contingent obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or back-stopped to the reasonable satisfaction of the applicable L/C Issuer), (ii) that at the time the property subject to such Lien is sold or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than any other 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 Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; below or (bv) if the property subject to such Lien becomes Excluded Property; the Administrative Agent is authorized to release or subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(jSections 7.01(i) and (o); and if any Subsidiary Guarantor ceases to be a Restricted Subsidiary, or becomes an Excluded Subsidiary (other than pursuant to clause (j) of the definition of “Excluded Subsidiary”, if such Subsidiary becomes an Excluded Subsidiary solely by virtue of a Disposition of Equity Interests unless such Disposition is a good faith Disposition to a bona-fide unaffiliated third party whose primary purpose is not the release of the Guarantee of such Wholly Owned Subsidiary), in each case as a result of a transaction or designation permitted hereunder (as certified in writing delivered to the Administrative Agent by a Responsible Officer of the Borrower), (ox) or (s); and (c) release any Guarantor such Subsidiary shall be automatically released from its obligations under the Guaranty if and (y) any Liens granted by such Person ceases to be a Subsidiary 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 other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million the Equity Interests of such Subsidiary (to the extent such Equity Interests have become Excluded Property or less (provided are being transferred to a Person that all such Collateral releases pursuant to this paragraph is not a Loan Party) shall not exceed $2.0 million in the aggregate during the term of this Agreement)be automatically released. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.109.11. In each case as specified in this Section 9.109.11, the Collateral Administrative Agent willwill promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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 releasing any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11, the Administrative Agent shall be entitled to receive a certificate of a Responsible Officer of the Borrower stating that such actions are permitted under this Agreement. The Administrative Agent shall not be liable for any such release undertaken in reliance upon any such certificate of a Responsible Officer of the Borrower. 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.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borrower: (a) release agree: that any Lien on any property granted to or held by 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 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 obligationsobligations 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 the applicable L/C Issuer have been made), (ii) that at the time the property subject to such Lien is sold or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder (including any Asset Disposition permitted hereunder) or under any other Loan DocumentDocument 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 other 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, 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) below; or (bd) below or (v) if the property subject to such Lien becomes Excluded Property; to release or subordinate any Lien on any property granted to or held by 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(j), a Permitted Lien under clauses (oi) or (sl) (in the case of clause (l); and (c, upon the reasonable request of the Company, to the extent required by the terms of the agreements governing such Permitted Lien) release of the definition thereof. if any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary Restricted Subsidiary, or becomes an Excluded Subsidiary, in each case as a result of a transaction permitted hereunder; hereunder or designation permitted hereunder (as certified in writing delivered to the Administrative Agents by a Responsible Officer of the Company) (provided that no the release of any Subsidiary Guarantor from its obligations under the Loan Documents solely as a result of such release Subsidiary Guarantor becoming an Excluded Subsidiary of the type described in clause (j) or (l) of the definition thereof shall occur only be permitted if such Subsidiary Guarantor continues 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 guarantor in respect of any other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this AgreementRestricted Subsidiary). Upon Notwithstanding anything contained herein to the contrary, upon request by the any Administrative Agent or Collateral Agent at any time, the Required Lenders will shall confirm in writing the such Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.109.11; 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 Administrative Agent’s obligations to comply with the provisions of the immediately following sentence. In each case as specified in this Section 9.109.11, the Collateral Agent willAdministrative Agents will promptly (and each Lender irrevocably authorizes the Administrative Agents to), at the BorrowerCompany’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security DocumentsCollateral Documents (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 Administrative Agents written request therefor and, to the extent requested by any Administrative 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 Administrative 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 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 irrevocably authorize each of and instruct the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borrower: (a) release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than unmatured contingent indemnification obligations)) and the expiration or termination of all Commitments, (ii) that is sold or otherwise disposed of or to be transferred, sold or otherwise disposed of (other than to the Company or a Subsidiary Guarantor) as part of or in connection with any transfer, sale or other disposition disposal permitted hereunder or under any other Loan Document, (iii) of any Subsidiary Guarantor that becomes an Excluded Subsidiary, an Insurance Subsidiary, or a Subsidiary of an Insurance Subsidiary, or (iv) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j7.02(i), and execute and deliver any intercreditor agreement or subordination agreement necessary or desirable to permit the incurrence by the Company and its Restricted Subsidiaries of secured indebtedness permitted to be incurred hereunder (o) or (sincluding, for the avoidance of doubt, New Term Loans, New Revolving Loans, Extended Loans, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, and the Liens securing such Indebtedness), in each case with the priority permitted hereunder, and perform its obligations and duties and exercise its rights and remedies thereunder; and (c) release any Subsidiary Guarantor from its obligations under the Guaranty Secured Guarantee (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no under the Loan Documents (including if all the capital Stock of such release shall occur Person is sold to a person other than the Company or one of its Subsidiaries in a transaction permitted by the Loan Documents), (ii) if such Guarantor continues Person is or becomes an Insurance Subsidiary, a Subsidiary of an Insurance Subsidiary, a Foreign Subsidiary, a non-Wholly-Owned Subsidiary, an Unrestricted Subsidiary or, subject to be a guarantor in respect of any other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In additionSection 6.12(b), the Collateral Agent mayan Immaterial Subsidiary, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million each case in accordance with the aggregate during the term terms of this Agreement)Agreement and the other Loan Documents, (iii) upon the payment in full of all Obligations (other than unmatured contingent indemnification obligations) and the expiration or termination of all Commitments or (iv) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 Secured Guarantee pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Collateral Agent willwill (and each of the Lenders irrevocably authorizes and directs the Agent to), at the BorrowerCompany’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, execute and deliver to the applicable Loan Party Obligor such documents as such Loan Party Obligor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security DocumentsDocuments or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the GuarantySecured Guarantee, in each case in accordance with the terms of the Loan DocumentsDocuments and this Section 9.10.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each Each of the Administrative Agent Lenders, the Agents and Collateral Agent to, and such Agent shall, at the request of the Borrowereach other Secured Party irrevocably: (a) Agree that the Liens granted to the Collateral Agent by the Loan Parties on any Collateral shall be immediately and automatically released, in each case, without any further action by any Person: (i) Upon the upon termination of the Aggregate Commitments and payment in full of all Obligations then due and owing (other than contingent indemnification or other contingent obligations as to which no claim has been asserted); (ii) Upon the sale, disposition, distribution or other transfer of such Collateral, as part of or in connection with any transaction permitted hereunder or under any other Loan Document in each case to a Person that is not a Loan Party; (iii) Subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lender; (iv) To the extent such Collateral is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; or (v) Any property constituting Excluded Assets (or is not otherwise required to be part of the Collateral pursuant to the terms of the Loan Documents) as a result of an occurrence not prohibited by this Agreement. (b) [reserved] (c) authorize the Collateral Agent to (and upon request by the Borrower) (i) release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (ito the holder of any Lien on such property that is permitted by Section 7.01(e) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligationsin connection with self-insurance), (f), (i), (m), (p) and (s) or (ii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j7.01(e), (o) or (s); and; (cd) release agrees that any Guarantor shall be immediately and automatically released from its any and all obligations under the Guaranty and each of the other Loan Documents if such Person ceases to be a Restricted Subsidiary or otherwise 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 , but limited, in respect the case of any other Indebtedness Disposition that causes any Person to become an Excluded Subsidiary pursuant to clause (c) of the definition thereof, to the extent such Disposition is made to a third party that is not an Affiliate of the Borrower unless and until such Guarantor is or any of its Subsidiaries; (or is being simultaneouslye) released from its guaranty with respect authorize the Administrative Agent to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of establish intercreditor arrangements as contemplated by this Agreement); and (f) agree, if requested by the Borrower, to file an amendment to any financing statement specifically identifying Excluded Assets. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s or Collateral Agent’s, as the case may be, 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 9.109.11. In each case as specified in this Section 9.109.11, the Collateral Agent willshall (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, execute and deliver (without representation, warranty or recourse) to the applicable Loan Party such documents as such Loan Party may reasonably request and prepare to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Collateral Documents, or to subordinate any Lien thereon granted to or held by the Collateral Agent, or to release (or 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. Notwithstanding anything contained herein or in any Loan Document to the contrary, in no event shall any Agent be obligated to execute or deliver any document evidencing any release, subordination or re-conveyance without receipt of a certificate executed by a Responsible Officer of the applicable Loan Party certifying that such release, subordination or re-conveyance, as applicable, complies with this Agreement and the other Loan Documents, and that all conditions precedent necessary for such release, subordination or re-conveyance have been complied with .

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree: (a) release 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) Other Liabilities not yet due and payable and (y) contingent indemnification obligationsobligations not yet accrued and payable), the expiration, cash collateralization or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) that at the time the property subject to such Lien is sold transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than the Borrowers or any of their Domestic Subsidiaries that are Restricted 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 other Lenders as may be required under Section 10.01), 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) below, (v) if the property subject to such Lien is owned by a Caribbean Party, upon release of such Caribbean Party from its obligations pursuant to clause (f) below, (vi) as provided in Section 6.18(c), (vii) at any time selected by the Administrative Agent, in its discretion, but only with the consent of the Lead Borrower, if such property is a Mortgaged Property (A) which the Administrative Agent, the Collateral Agent, or any Lender has reasonably determined to be a Flood Property and (B) as to which the Lead Borrower has not received all of the confirmations contemplated in Section 10.25 within the time period specified in Section 10.25, or (viii) with respect to any Account (and Related Rights and Property), at the time the same is sold, transferred, or conveyed, or a security interest therein is granted, pursuant to a Permitted Receivables Financing; (b) to release or subordinate subordinate, as applicable, 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(j7.01(i), 7.01(aa), 7.01(ff), or, if such property constitutes Term Collateral, to the extent a Term Collateral Release or Term Collateral Subordination has occurred with respect to such Term Collateral (o) or (sand has not been rescinded as contemplated in Section 6.18(d); and); (c) release any Guarantor 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; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any other Indebtedness Additional Permitted Debt, any Junior Financing or any Permitted Refinancing of the Borrower unless and until foregoing; (d) if any Subsidiary Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), (i) such Guarantor is (or is being simultaneously) Subsidiary shall be automatically released from its guaranty obligations under any Guaranty and (ii) any Liens granted by such Subsidiary and Liens on the Equity Interests of such Subsidiary shall be automatically released; provided that no such release shall occur (A) before the LOTLAJTL Satisfaction Date (unless otherwise consented to in writing by the Required LOTLAJTL Lenders) or (B) if such Subsidiary continues to be a guarantor in respect of any Additional Permitted Debt, any Junior Financing, or Additional Loan or any Permitted Refinancing of the foregoing; (e) the Agents (or either of them) may amend, restate, supplement or otherwise modify the Collateral Documents or any Acceptable Intercreditor Agreements or enter into new Collateral Documents or new Acceptable Intercreditor Agreements in connection with (A) any Additional 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; (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 any Additional Permitted Debt, any Junior Financing or any Permitted Refinancing of the foregoing; and (g) the Agents (or either of them) may enter into any intercreditor or subordination agreement in connection, or amend, restate, supplement or otherwise modify any existing intercreditor or subordination agreement, in each case, in connection with any Permitted Receivables Financing (to the extent such intercreditor or subordination agreement relates to the Accounts (and Related Rights and Property) sold, transferred, or conveyed, or in which security interests are granted, pursuant to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this AgreementPermitted Receivables Financing). Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders or Required LOTL Lenders, as applicableAJTL Lenders (if the Loan Documents provide for a separate class vote of the AJTL Lenders with respect to the same), will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.109.11. In each case as specified in this Section 9.109.11, the Collateral Administrative Agent willwill promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveBorrowers’ 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 Security 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 DocumentsDocuments and this Section 9.11.

Collateral and Guaranty Matters. The (1) Each of the Lenders (including in its capacity as a potential Qualified Counterparty) and the other Secured Parties irrevocably authorize each of appoints and authorizes the Administrative Agent and the Collateral Agent to, to be the agent for and such Agent shall, at the request representative of the BorrowerLenders with respect to the Collateral Agreement, the Collateral and the Security Documents, together with such powers and discretion as are reasonably incidental thereto; provided that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any Specified Hedge Agreement. (2) Each Agent, each Lender and each other Secured Party agrees that: (a) release any Lien Liens on any property granted to or held by the Collateral an Agent in favor of any Secured Party under any Loan Document will be automatically released, (i) upon Payment in Full and the termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations), Commitments; (ii) that at the time the property subject to such Lien is sold Disposed (or to be sold or otherwise disposed of Disposed) as part of of, or in connection with with, any sale or other disposition transfer permitted hereunder or under the Loan Documents to any other Person that is not (and is not required to be) a Loan Document, Party, (iii) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Collateral Agreement pursuant to clause (c) below; (iv) subject to Section 10.0110.08, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, ; or (v) upon such property becoming an Excluded Asset or (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) belowExcluded Equity Interest; (b) it will 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(j6.02(3), (o) or (s); and; (c) release if any Subsidiary Loan Party ceases to be a Subsidiary in a transaction permitted hereunder, is not a Material Subsidiary or as a result of a transaction permitted hereunder becomes an Excluded Subsidiary (in each case, 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 if Collateral Agreement and, upon request of the Administrative Agent or the Collateral Agent, as applicable, provides the Administrative Agent and the Collateral Agent certifications that such Person Subsidiary Loan Party ceases to be a Subsidiary as a result of a transaction permitted hereunder, is not a Material Subsidiary or has become an Excluded Subsidiary (as applicable), it will release (or evidence the release) of (i) such Subsidiary Loan Party from its obligations under the Collateral Agreement and the other Loan Documents and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary; and (d) the Administrative Agent and the Collateral Agent will exclusively exercise the rights and remedies under the Loan Documents, and neither the Lenders nor any other Secured Party will exercise such rights and remedies (other than the Required Lenders through the Administrative Agent); provided that no the foregoing shall not preclude any Lender from exercising any right of set-off in accordance with the provisions of Section 10.06 or enforcing compliance with the provisions set forth in clauses (i) through (vi) of Section 10.08(2) 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 Term Loans made by it or filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law. Each Agent agrees that it will take such release action and execute any such documents as may be reasonably requested by the Borrower in connection with any of the foregoing releases or any such subordination. Each of the Collateral Agent and the Administrative Agent shall occur if such Guarantor continues be entitled to be a guarantor in respect of any other Indebtedness rely exclusively on an officers certificate of the Borrower unless confirming that such release or subordination (as applicable) is permitted hereunder. Each Lender and until each Secured Party irrevocably authorizes each Administrative Agent to take such Guarantor is (or is being simultaneously) released from its guaranty with respect action and execute any such document and consents to such other Indebtednessreliance. In additionNo Agent will 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 may, in its sole discretion, release such Agent’s Liens on Lien thereon, or contained in any certificate prepared or delivered by the Borrower or any Loan Party in connection with the Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant compliance with the terms set forth above or in a Loan Document, nor shall any Agent be responsible or liable to this paragraph shall not exceed $2.0 million in the aggregate during Lenders for any failure to monitor or maintain any portion of the term of this Agreement)Collateral. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders Xxxxxxx will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor Loan Party from its obligations under under, the Guaranty Loan Documents. Notwithstanding anything to the contrary set forth herein, any execution and delivery of documents by any Agent pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Collateral 9.11 shall be without recourse to or warranty by such Agent will, and at the Borrower’s expense expense; and provided that such documents shall be reasonably acceptable to such Agent and the Borrower Borrower. (3) Anything contained in any of the Loan Documents to the contrary notwithstanding, each Agent, each Lender and each Secured Party hereby agree that: (a) no Lender or other Secured Party shall have provided any right individually to realize upon any of the Collateral Agent such certifications or documents as to enforce the Collateral Agreement or 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 shall reasonably request in order to demonstrate compliance with or the provisions Collateral Agent, as applicable, for the benefit of this Agreement described above, 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 security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Guaranty, in each case Secured Parties in accordance with the terms hereof and thereof, and all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent for the benefit of the Lenders in accordance with the terms thereof; (b) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the U.S. Bankruptcy Code), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the U.S. Bankruptcy Code) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Collateral Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities), shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition; (c) no provision of any Loan Documents shall require the creation, perfection or maintenance of pledges of or security interests in, or the obtaining of title insurance or abstracts with respect to, any Excluded Assets, any Excluded Equity Interests and any other particular assets, if and for so long as, in the reasonable judgment of the Collateral Agent, the cost of creating, perfecting or maintaining such pledges or security interests in such other particular assets or obtaining title insurance or abstracts in respect of such other particular assets is excessive in view of the fair market value of such assets or the practical benefit to the Lenders afforded thereby as reasonably determined by a Responsible Officer of the Borrower and the Administrative Agent (or with respect to matters relating primarily to the ABL Priority Collateral, the Borrower and the ABL Agent); (d) the Collateral Agent may grant extensions of time for the creation or perfection of security interests in or the obtaining of title insurance and surveys with respect to particular assets (including extensions beyond the Closing Date for the creation or perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Security Documents; (e) no actions required by the Laws of any non-U.S. jurisdiction shall be required in order to create any security interests in any assets or to perfect such security interests (including any Intellectual Property Rights in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction); (f) no control agreements shall be required with respect to assets requiring perfection through control agreements or perfection by “control” (as defined in the Uniform Commercial Code); and (g) the provisions of Section 5.10(5) of this Agreement and Sections 4.01(4) and 4.01(6) of the Collateral Agreement shall supersede any other provision of a Loan Document to the contrary.

Collateral and Guaranty Matters. (a) Each Administrative Agent, as collateral agent hereunder and under its Security Documents, is hereby authorized to act on behalf of the relevant Secured Parties, in its own capacity and through other agents and sub-agents appointed by it with due care, under such Security Documents. In connection with its role as secured party with respect to the Collateral hereunder, each Administrative Agent shall act as collateral agent, for itself and for the ratable benefit of the relevant Secured Parties, and such role as administrative agent shall be disclosed on all appropriate accounts, certificates, filings, mortgages, and other Collateral documentation. (b) The Lenders Lender Parties irrevocably authorize each of the Administrative Agent, and each Administrative Agent and Collateral Agent to, and hereby agrees it will take such Agent shall, at the request of the Borrowerreasonable actions as may be reasonably required: (ai) to release any Lien on any property granted to or held by the Collateral such Administrative Agent under any Loan Document (iA) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations)) and the expiration or termination of all Letters of Credit, (iiB) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition consummated as permitted hereunder or under any other Loan Document, or (iiiC) subject to Section 10.0112.12, if approved, authorized or ratified in writing by the Required LendersMajority Lenders (or, or (ivif required under Section 12.12(b)(iii) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j)hereof, (o) or (sall Lender Parties); and (cii) to release any Subsidiary Guarantor from its obligations under the appropriate Subsidiary Guaranty if such Person ceases to be a Subsidiary as a result of a transaction consummated as permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement). Upon request by the an Administrative Agent or Collateral Agent at any time, the Required Majority Lenders (or where required under Section 12.12, all Lender Parties) will confirm in writing the such Administrative Agent’s or Collateral Agent’s, as the case may be, '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 Subsidiary Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Collateral Agent will, at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described above, 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 security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents9.7.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree: (a) release that any Lien on any property granted to or held by the Collateral Administrative 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) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligationsobligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other 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 backstop letter of credit is in place), (ii) that at the time the property subject to such Lien is sold transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than a Loan Party (it being understood that in the event that property that constitutes Collateral is transferred to any Loan 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 Guarantor Subsidiary Guarantor, upon release of such Subsidiary Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) to release or subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), (o) or (s7.01(i); and (c) release 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 other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement). Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.109.12. In each case as specified in this Section 9.109.12, the Collateral Administrative Agent willwill promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Parent Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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 DocumentsDocuments and this Section 9.12.

Collateral and Guaranty Matters. The It is acknowledged that Subsidiaries will be automatically released from their guaranty obligations hereunder and from the security interests pledged by them under the Collateral Documents upon consummation of transactions permitted hereunder (including a merger, consolidation or liquidation) and Liens to secure Obligations hereunder will be automatically released upon sales, dispositions or other transfers by Loan Parties permitted hereunder. In the event that any action is required to evidence any such release, the Lenders and L/C Issuer irrevocably authorize each of the Administrative Agent and the Collateral Agent toto take any such action, and such Agent shall, at the request of the Borrower:including, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate all Commitments and payment in full of all Secured Obligations arising under the Loan Documents (other than contingent indemnification obligations) 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 L/C Issuer shall have been made), (ii) that is sold transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition permitted Disposition not prohibited hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or in accordance with Section 11.01; (ivb) owned by a Guarantor upon to release of such any Guarantor from its obligations under its the Guaranty pursuant if such Person ceases to clause be a Subsidiary or a Guarantor as a result of a transaction permitted hereunder; and (c) below; (b) release or to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), (o) or (s); and (c) release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary 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 other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement8.01(i). 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 or Collateral Agent’s, as the case may be, authority to release or subordinate its interest in particular types or items of property, or and of the Administrative Agent to release any Guarantor from its obligations under the Guaranty Guaranty, pursuant to this Section 9.1010.10. In each case as specified in this Section 9.1010.10, the Collateral Agent will, at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 and security interest granted under the Security DocumentsCollateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan DocumentsDocuments and this Section 10.10. 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.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borrower: agree: (a) release that any Lien on any property granted to or held by 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 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 obligationsobligations 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 the applicable L/C Issuer have been made), (ii) that at the time the property subject to such Lien is sold or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder (including any Asset Disposition permitted hereunder) or under any other Loan DocumentDocument 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 other 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, 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) below; or (d) below or (v) if the property subject to such Lien becomes Excluded Property; (b) to release or subordinate any Lien on any property granted to or held by 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(j), a Permitted Lien under clauses (oi) or (sl) (in the case of clause (l); and, upon the 211 #95598837v24 (c) release if any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary Restricted Subsidiary, or becomes an Excluded Subsidiary, in each case as a result of a transaction permitted hereunder; hereunder or designation permitted hereunder (as certified in writing delivered to the Administrative Agents by a Responsible Officer of the Company) (provided that no the release of any Subsidiary Guarantor from its obligations under the Loan Documents solely as a result of such release Subsidiary Guarantor becoming an Excluded Subsidiary of the type described in clause (j) or (l) of the definition thereof shall occur only be permitted if such Subsidiary Guarantor continues 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 guarantor in respect of any other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this AgreementRestricted Subsidiary). Upon Notwithstanding anything contained herein to the contrary, upon request by the any Administrative Agent or Collateral Agent at any time, the Required Lenders will shall confirm in writing the such Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.109.11; 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 Administrative Agent’s obligations to comply with the provisions of the immediately following sentence. In each case as specified in this Section 9.109.11, the Collateral Agent willAdministrative Agents will promptly (and each Lender irrevocably authorizes the Administrative Agents to), at the BorrowerCompany’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security DocumentsCollateral Documents (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 Administrative Agents written request therefor and, to the extent requested by any Administrative 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 Administrative 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 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 irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree: (a) release 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 and Treasury Services Agreements not yet due and payable and (y) contingent indemnification obligations)obligations not yet accrued and payable) and the expiration or termination or cash collateralization of all Letters of Credit, (ii) that at the time the property subject to such Lien is sold transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than a Person required to xxxxx x Xxxx to the Administrative Agent or 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 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 of 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, 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) belowbelow or (v) upon the terms of the Collateral Documents or the Intercreditor Agreement or any other intercreditor agreement entered into pursuant hereto; (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(j7.01(i), (o) or (s); and; (c) release That any 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, the 2020 Credit Agreement or any other Indebtedness Junior Financing; and (d) That each of the Borrower unless Administrative Agent and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, are authorized to enter into the Intercreditor Agreement (including any joinders thereto) and any other intercreditor agreement it deems reasonable in its sole discretion, release connection with any Permitted Debt Offering (of junior lien priority or otherwise) and that if any such intercreditor agreement is posted to the Lenders three (3) Business Days before being executed and the Required Lenders shall not have objected to such intercreditor agreement the Required Lenders shall be deemed to agree that the Administrative Agent’s or the Collateral Agent’s entry into such intercreditor agreement is reasonable and to have consented to such intercreditor agreement and such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement)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, as the case may be, ’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 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent or the Collateral Agent willwill (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveBorrowers’ 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 Security 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 DocumentsDocuments and this Section 9.11.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree: (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 and (y) contingent obligations not yet accrued and payable) and the expiration or termination or Cash Collateralization of all Letters of Credit, (ii) at the time the property subject to such Lien is Disposed or to be substantially simultaneously Disposed as part of or in connection with any Disposition permitted hereunder or under any other Loan Document to any Person other than a Person required to xxxxx x Xxxx to the Administrative Agent or 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 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 of 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 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; (b) the Collateral Agent is authorized to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations), (ii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) release or subordinate any Lien on any property granted to or held by assets that are excluded from the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), (o) or (s); andCollateral; (c) release that any 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 Senior Notes or any other Indebtedness of the Borrower unless and until such Guarantor is Junior Financing; (or is being simultaneouslyd) that GLS shall be automatically released from its guaranty with respect obligations under the Guaranty if GLS ceases to such other Indebtedness. In addition, be a Guarantor pursuant to Section 11.09; and (e) (x) the Collateral Agent may, in its sole discretionwithout any further consent of any Lender, release enter into or amend (i) the Junior Lien Intercreditor Agreement with the collateral agents or other representatives of the holders of Indebtedness that is permitted to be secured by a Lien on the 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 Agent’s other Liens are permitted and (z) the Junior Lien Intercreditor Agreement entered into by the Collateral Agent shall be binding on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement)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, as the case may be, ’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 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent or the Collateral Agent willwill (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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 DocumentsDocuments 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) and the L/C Issuer irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shallAgent, at the request of the Borrower:its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (A) contingent indemnification obligationsobligations 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 the L/C Issuer shall have been made), (ii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) belowin accordance with Section 10.01; (b) release or to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), (o) or (s7.01(i); and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Material Subsidiary as a result of a transaction permitted hereunder; provided that no such release Guarantor shall occur be so released if such Guarantor continues to be is also a guarantor “Guarantor” under and as defined in respect that certain Indenture, dated as of any other Indebtedness of April 13, 2010, by and among the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In additionBorrower, as issuer, the Collateral Agent may“Guarantors” (as defined therein), in its sole discretionand the Bank of New York Mellon Trust Company, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement)N.A., as trustee. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.10. In each case as specified in this Section 9.10, the Collateral Administrative Agent will, at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 and security interest granted under the Security DocumentsCollateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan DocumentsDocuments and this Section 9.10.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each of the Administrative Agent and the Collateral Agent toAgent, and such Agent shall, at the request of the Borrower:as applicable, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Credit Document (iA) upon termination of the Aggregate Revolving Commitments and payment in full of all Secured Obligations (other than (i) contingent indemnification obligationsobligations and expense reimbursement obligations not yet due and payable and (ii) Secured Hedging Obligations not due and payable), (iiB) that is sold or to be sold or otherwise disposed of to a Person that is not a Credit Party as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Documenthereunder, (iiiC) subject to Section 10.0113.12(a)(ii), if approved, authorized or ratified in writing by the Required Lenders, Lenders or (ivD) if the property subject to such Lien is owned by a Guarantor Subsidiary Guarantor, subject to Section 13.12, upon release of such Subsidiary Guarantor from its obligations under its the Credit Party Guaranty pursuant to clause (c) below; (b) release or at the request of the Company, to subordinate any Lien on any property granted to or held by the Collateral Agent or Administrative Agent under any Loan Credit Document to the holder of any Lien on such property that is permitted by Section 7.01(j), 10.01(vii) and (oxiv) or (s)but only to the extent such Sections permit such Lien to be prior to the Liens held by the Collateral Agent and the Administrative Agent under the Credit Documents; and (c) to release any Guarantor Credit Party from its obligations under this Agreement and the Guaranty other Credit Documents to which it is a party, and to release all liens and security interests granted by such Guarantor, if (x)(A) such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder; provided that no , (B) such release shall occur if such Guarantor continues Person ceases to be a guarantor Restricted Subsidiary or (C) such Person is an Immaterial Subsidiary and (y), if such Credit Party is a Borrower, all Loans and other Obligations of such Borrower have been paid in respect of any other Indebtedness of full or assumed by another Borrower on terms and conditions satisfactory to the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Administrative Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement). 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, as the case may beapplicable, authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Credit Party Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Collateral Agent will, at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described above, 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 security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents12.11.

Collateral and Guaranty Matters. The Lenders irrevocably authorize Each Lender (including in its capacity as a counterparty to a Permitted Hedge Agreement) and each other Secured Party by its acceptance of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the BorrowerDocuments irrevocably agrees: (a) release 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 contingent indemnification obligationsobligations not yet accrued and payable), (ii) that at the time the property subject to such Lien is sold Disposed or to be sold or otherwise disposed of Disposed as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Loan DocumentDocument to any Person other than a Person required to xxxxx x Xxxx to the Administrative Agent or 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 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 of 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 10.0111.01, 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 (cb) below;, (v) to the extent (and only for so long as) such property constitutes an “Excluded Asset” or (vi) if the release of such Lien on such property is permitted under the terms of each applicable Collateral Document; and (b) release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), (o) or (s); and (c) release any Guarantor shall be automatically released from its obligations under the Guaranty if (i) such Person ceases to be Guarantor is no longer a Subsidiary 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 other Indebtedness of the Borrower unless and until or (ii) subject to Section 11.01, if such Guarantor release is (approved, authorized or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, ratified in writing by the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement)Required Lenders. 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, as the case may be, ’s authority to release or subordinate its interest in particular types or items of property, or to release any a Guarantor from its obligations under the Guaranty pursuant to this Section 9.1010.11. In each case as specified in this Section 9.1010.11, the Administrative Agent or the Collateral Agent willwill 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 and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security Collateral Documents, or to evidence the release such of a Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan DocumentsDocuments and this Section 10.11 (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 a Guarantor effected in the manner permitted by this Section 10.11 shall require the consent of any holder of obligations under any Permitted Hedge Agreement.

Collateral and Guaranty Matters. The Lenders Lender irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragrees: (a) that any Lien on any property granted to or held by the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the commitments and payment in full of all Obligations, (ii) at the time the property subject to such Lien is disposed or to be substantially simultaneously disposed as part of or in connection with any disposition permitted hereunder or under any other Loan Document to any Person other than a Person required to xxxxx x Xxxx to the Collateral Agent under the Loan Documents (or, if such transferee is a Person required to xxxxx x Xxxx to the Collateral Agent on such asset, at the option of 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 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 of the original Lien), (iii) subject to Section 8.4, if the release of such Lien is approved, authorized or ratified in writing by the Lender or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its Guaranteed Obligations pursuant to clause (c) or (d) below; (b) the Collateral Agent is authorized to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations), (ii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) release or subordinate any Lien on any property granted to or held by assets that are excluded from the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), (o) or (s)Collateral; and (c) release that any Guarantor shall be automatically released from its obligations under the Guaranty Guaranteed Obligations 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 Collateral 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 any other Indebtedness of the Borrower unless and until such Guarantor is (First Lien Credit Agreement, Second Lien Notes or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement)Senior Notes. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders Lender will confirm in writing the Administrative Collateral Agent’s or Collateral Agent’s, as the case may be, 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 Guaranteed Obligaitons pursuant to this Section 9.109.9. In each case as specified in this Section 9.109.9, the Collateral Agent willwill (and the Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security Collateral Documents, or to evidence the release of such Guarantor from its obligations under the GuarantyGuaranteed Obligations, in each case in accordance with the terms of the Loan DocumentsDocuments and this Section 9.9.

Collateral and Guaranty Matters. The Lenders (including in their capacities as potential Cash Management Banks and potential Hedge Banks) and the L/C Issuer irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borroweragree that: (a) 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 Loan Obligations (other than (A) contingent indemnification obligationsobligations not yet accrued and 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), the expiration or termination of all Letters of Credit with no pending drawings (other than Letters of Credit that have been backstopped, Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer have been made) and any other obligation (including a guarantee) that is contingent in nature), (ii) that at the time the property subject to such Lien is sold transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan DocumentDocument to any Person other than any other 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 Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below, and/or (v) if the property subject to such Lien becomes Excluded Property; (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 the holder of any Lien on such property that is permitted by Section Sections 7.01(b), 7.01(c), 7.01(e), 7.01(f), 7.01(g), 7.01(j), 7.01(k), 7.01(m), 7.01(p), 7.01(q), 7.01(r), 7.01(u), 7.01(v), 7.01(w), 7.01(y), 7.01(aa), 7.01(bb), 7.01(dd) (oto the extent the relevant Lien is of the type to which the Lien of the Collateral Agent is otherwise subordinated under this clause (b) pursuant to any of the other exceptions to Section 7.01 that are expressly included in this clause (b)) and/or 7.01(ff); provided that the subordination of any Lien on any property granted to or (sheld by the Collateral Agent shall only occur with respect to any Lien on such property that is permitted by Sections 7.01(r), 7.01(q) and/or 7.01(dd) to the extent that the Lien of the Collateral Agent with respect to such property is required to be subordinated to the relevant Permitted Lien in accordance with the documentation governing the Indebtedness that is secured by such Permitted Lien; and (c) release if any Subsidiary Guarantor (other than a Borrower, unless no Loans, fees or any other amounts due pursuant to the terms hereof are outstanding by such Borrower (other than (A) contingent indemnification obligations not yet accrued and 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 no Letters of Credit issued for the account of such Borrower are outstanding) becomes an Excluded Subsidiary or is transferred to any Person other than Parent Borrower or a Restricted Subsidiary, in each case as a result of a transaction or designation permitted hereunder (as certified in writing delivered to the Administrative Agent by a Responsible Officer), (x) such Subsidiary shall be automatically released from its obligations under the Guaranty if and (y) any Liens granted by such Subsidiary or Liens on the Capital Stock of such Subsidiary (to the extent such Capital Stock have become Excluded Equity or are being transferred to a Person ceases to that is not a Loan Party) shall be a Subsidiary as a result automatically released. The Borrowers and the Guarantors hereby acknowledge and agree that the release of a transaction permitted hereunder; provided that no such release any Borrower in accordance with this Section 9.11(c) shall occur if such Guarantor continues to be a guarantor not affect the nature or validity of their joint and several obligations in respect of any other Indebtedness the obligations, if any, of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty so released, all of which shall remain in effect in accordance with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term terms of this Agreement)Agreement and the other Loan Documents. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s or Collateral Agent’s, as the case may be, authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor (other than Parent Borrower) from its obligations under the Guaranty pursuant to this Section 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent and Collateral Agent willwill promptly (and each Lender irrevocably authorizes the Administrative Agent and Collateral Agent to), at the Parent Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 Security 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, upon the reasonable request by the Administrative Agent, Parent Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the transactions giving rise to such request have been consummated in accordance with this Agreement and the other Loan Documents. Anything contained in any of the Loan Documents to the contrary notwithstanding, Parent Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral (including through any right of set-off) or to enforce the Guarantee, 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 or the Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code or pursuant to any other Debtor Relief Law), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code or pursuant to any other Debtor Relief Law) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers irrevocably authorize each of the Administrative Agent and Collateral to accept Liens granted to the Administrative Agent tofor the benefit of the Lender Parties pursuant to Section 7.01(m) or otherwise, and such Agent shalland, at the request of the Borrower:its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case, for which no claim has 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 the L/C Issuers shall have been made), (ii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.0111.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) release or to subordinate any Lien as may hereafter be granted on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), (o) or (s7.01(k); and (c) to release any Subsidiary Guarantor (but not the Facility Guarantor) from its obligations under the Guaranty if: (i) the circumstances causing the Company 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 as a result of the release of such Subsidiary Guarantor, will no longer exist) (it being understood that a release 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); (ii) if such Person Subsidiary Guarantor ceases (or, substantially concurrently with the release of such Subsidiary Guarantor, will cease) to be a Subsidiary of the Company in accordance with the terms hereof; (iii) upon the merger or consolidation of such Subsidiary Guarantor with and into the Company 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 Company or another Guarantor; (iv) upon the merger or consolidation of such Subsidiary Guarantor with and into another Subsidiary of the Facility Guarantor that is not the Company 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; (v) upon payment in full of the aggregate principal amount of all Loans and guaranteed Obligations then due and owing; or (vi) without limiting the provisions above, (A) in the case of Scripps, if Scripps is a Subsidiary of the Company (without giving effect to Section 1.02(i)), if substantially concurrently with the release of such Subsidiary Guarantor or as a result thereof Scripps will become a Subsidiary of the Company (without giving effect to Section 1.02(i)) and (b) in the case of Xxxxxxxxxx, if (x) Xxxxxxxxxx is a transaction permitted hereunder; provided that no Subsidiary of the Company (without giving effect to Section 1.02(i)) and (y) Xxxxxxxxxx does not have outstanding Indebtedness for borrowed money issued by it in excess of the Threshold Amount, if substantially concurrently with the release of such release Subsidiary Guarantor or as a result thereof such conditions in the foregoing clauses (B)(x) and (B)(y) will be satisfied. Upon any such occurrence specified in this Section 9.10(c), the Administrative Agent shall occur if execute any documents reasonably requested by the Company in order to evidence such Guarantor continues to be a guarantor release, discharge and termination in respect of any other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement)applicable Guarantee. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.10. In each case as specified in this Section 9.10, the Collateral Agent will, at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described above, 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 security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents.

Collateral and Guaranty Matters. The Lenders irrevocably authorize each Each of the Administrative Agent Lenders (including in its capacities as a potential Cash Management Bank and Collateral Agent to, a potential Hedge Bank) and such Agent shall, at the request of the BorrowerL/C Issuer irrevocably agree: (a) release that any Lien on any property granted to or held by the Collateral Administrative 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 contingent indemnification obligations)) and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition of such property permitted hereunder or under any other Loan DocumentDocument to a Person other than a Loan Party, or (iii) subject to Section 10.01, if such release is approved, authorized or ratified in writing by the Required Lenders, or (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) belowin accordance with Section 10.01; (b) that any Guarantor shall be automatically released from its obligations under the Guarantee and Security Agreement and all other Loan Documents to which it is a party if such Person ceases to be a Subsidiary 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 Convertible Senior Notes or any Permitted Refinancing Indebtedness with respect thereto) or if such release is approved hereunder or ratified in writing in accordance with Section 10.01 and any Lien on any Collateral of such released Guarantor granted pursuant to any Collateral Document to which such Guarantor is a party shall be automatically released; and (c) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j), (o) or (s); and (c) release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary 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 other Indebtedness of the Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement7.01(o). Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.10. In each case as specified in this Section 9.10, the Collateral Administrative Agent will, at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveCo-Borrowers’ 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 and security interest granted under the Security DocumentsCollateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantyGuarantee and Security Agreement and all other Loan Documents to which it is a party, in each case in accordance with the terms of the Loan DocumentsDocuments and this Section 9.10.

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacities as a potential Hedge Bank) and the L/C Issuer irrevocably authorize each of the Administrative Agent and Collateral Agent to, and such Agent shall, at the request of the Borrower:Agent, (a) to automatically release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (A) contingent indemnification obligationsobligations as to which no claim has been asserted and (B) obligations and liabilities under Treasury Services Agreements and Secured Hedge Agreements not due and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit that are Cash Collateralized or back-stopped by a letter of credit in form, amount and substance reasonably satisfactory to the Administrative Agent or a deemed reissuance under another facility as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), (ii) that at the time the property subject to such Lien is sold Disposed or to be sold or otherwise disposed of Disposed as part of or in connection with any sale or Disposition permitted (other disposition permitted than a lease and other than to a Person that is a Loan Party) hereunder or under any other Loan Document, (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) belowbelow or (v) if such property becomes an Excluded Asset; (b) to release or subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j)7.01(u) to the extent required by the holder of, (o) or (s)pursuant to the terms of any agreement governing, the obligations secured by such Liens; and (c) to release any Subsidiary Guarantor from its obligations under the Guaranty Guaranty, if in the case of any such Subsidiary, such Person ceases to be a Material Domestic 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 or obligor in respect of any other Indebtedness of the Borrower unless and until such Guarantor is (Junior Financing, any Refinancing Equivalent Debt or is being simultaneously) released from its guaranty with any Incremental Equivalent Debt or any Permitted Refinancing in respect to such other Indebtedness. In addition, the Collateral Agent may, in its sole discretion, release such Agent’s Liens on any Collateral valued at $0.5 million or less (provided that all such Collateral releases pursuant to this paragraph shall not exceed $2.0 million in the aggregate during the term of this Agreement)thereof. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as the case may be, 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 9.10. In each case as specified in this Section 9.10, the Collateral Administrative Agent willwill (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense and provided that the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described aboveexpense, 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 and security interest granted under the Security DocumentsCollateral Documents 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 DocumentsDocuments and this Section 9.10.