Common use of Release of Collateral and Guarantee Obligations; Subordination of Liens Clause in Contracts

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (a) in full, as set forth in clause (2) below, (b) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (c) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (d) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (e) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (f) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (g) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faith. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (a) Hedging Obligations in respect of any Secured Hedge Agreements, (b) Cash Management Obligations in respect of any Secured Cash Management Agreements, (c) contingent obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (ev) to the extent the property constituting such Collateral is owned by any GuarantorGuarantor (other than the Borrower), upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (gvii) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithSubsidiary. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements acknowledgements, and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, (ciii) contingent obligations not then due and (div) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien expressly permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (gvii) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithSubsidiary. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements acknowledgements, and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, (ciii) contingent obligations not then due and (div) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer Disposition (including any disposition by means of a distribution or Restricted Payment) of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer Disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition Disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second and third succeeding sentencesentences and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Security Documents and (gvii) to the extent such Collateral otherwise becomes Excluded AssetsCapital Stock or Excluded Property (other than pursuant to clause (c) of the definition thereof). Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations Obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any saledisposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantee upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but including in connection with any designation of an Unrestricted Subsidiary), or, in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Previous Holdings, in accordance with the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso set forth in the definition of “Collateral Holdings. Subject to, and Guarantee Requirement”solely to the extent contemplated by, Section 1.11(h); provided that no Loan Party will dispose , upon the occurrence of a minority interest in any Guarantor for Holdings Termination Event, Holdings shall be released from its Guarantee and all of its property released as Collateral automatically, and Holdings shall be released from all obligations under this Agreement and the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithother Credit Documents, including with respect to all representations and warranties, covenants, and defaults. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when all Obligations (other than (i) Hedging Obligations in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent obligations or contingent indemnification obligations not then due and payable) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped on terms reasonably satisfactory to the Termination Conditions are satisfiedLetter of Credit Issuer, upon request of the Borrower, the Administrative Agent or and/or the 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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent obligations or contingent indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankpayable. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon reasonable request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Collateral 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 give effect to (by means of an acknowledgment reasonably satisfactory to the Administrative Agent), or to subordinate the Lien on any Collateral to to, any Lien permitted under Sections 10.2(c), (e) (solely as it relates to clauses (c) and (f) of Section 7.01 to be senior 10.2), (f), (k)(i), (l), (m), (n), (o), (q), (r), (s), (v), (w), (x), (y), (aa), (ff) and clauses (d), (e), (f), (g), (i) and (n) of the definition of “Permitted Encumbrances.” In addition, notwithstanding anything to the Liens contrary contained herein or in favor any other Credit Document, upon reasonable request of the Borrower, the Administrative Agent and the Collateral AgentAgent shall (without notice to, or vote or consent of, any Secured Party) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent or Collateral Agent is otherwise contemplated herein as a party to such subordination or intercreditor agreements, in each case to the extent consistent with the provisions of Section 12.15. (d) Notwithstanding the foregoing or anything in the Credit Documents to the contrary, at the direction of the Required Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Credit Parties’ assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a proceeding under any Debtor Relief Law, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentencepenultimate sentence of this clause), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (gvii) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties (i) upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary Subsidiary, or (but ii) in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Previous Holdings, in accordance with the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso set forth in the definition of “Collateral Holdings Entity”, or (iii) in the case of DTZ Investors Limited, upon becoming a regulated entity that is subject to net worth or net capital or similar capital and Guarantee Requirement”); provided surplus restrictions or that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made is prohibited or restricted by such Guarantor under the Loan Documents as determined by the Borrower in good faithapplicable Law or accounting policies. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfiedall Obligations (other than (i) Hedging Obligations in respect of any Secured Hedge Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent obligations not then due have been paid in full and all Commitments have terminated, upon request of the BorrowerBorrowers, the Administrative Agent or and/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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankdue. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any of the Borrower Borrowers or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any of the Borrower Borrowers or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower Representative in connection with any Liens permitted by the Loan Documents, the Administrative Agent or and/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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent. (d) If an Event of Default has occurred and is continuing, then notwithstanding the foregoing or anything in the Loan Documents to the contrary, at the direction of the Required Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Collateral in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a bankruptcy proceeding, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer Disposition (including any disposition by means of a distribution or Restricted Payment) of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer Disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition Disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second succeeding sentencesentence and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Security Documents and (gvii) to the extent such Collateral otherwise becomes Excluded AssetsCapital Stock or Excluded Property. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations Obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any saledisposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantee upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but including in connection with any designation of an Unrestricted Subsidiary), or, in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Previous Holdings, in accordance with the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso set forth in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithHoldings. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when all Obligations (other than (i) Hedging Obligations in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent obligations or contingent indemnification obligations not then due and payable) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped on terms reasonably satisfactory to the Termination Conditions are satisfiedLetter of Credit Issuer, upon request of the Borrower, the Administrative Agent or and/or the 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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent obligations or contingent indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankpayable. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon reasonable request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Collateral 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 give effect to (by means of an acknowledgment reasonably satisfactory to the Administrative Agent), or to subordinate the Lien on any Collateral to to, any Lien permitted under Sections 10.2(c), (e) (solely as it relates to clauses (c) and (f) of Section 7.01 to be senior 10.2), (f), (l), (m), (n), (o), (q), (r), (s), (v), (w), (x), (y), (aa), (ff) and clauses (d), (e), (f), (g), (i) and (n) of the definition of “Permitted Encumbrances.” In addition, notwithstanding anything to the Liens contrary contained herein or in favor any other Credit Document, upon reasonable request of the Borrower, the Administrative Agent and the Collateral AgentAgent shall (without notice to, or vote or consent of, any Secured Party) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent or Collateral Agent is otherwise contemplated herein as a party to such subordination or intercreditor agreements, in each case to the extent consistent with the provisions of Section 12.15. (d) Notwithstanding the foregoing or anything in the Credit Documents to the contrary, at the direction of the Required Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Credit Parties’ assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a proceeding under any Debtor Relief Law, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (gvii) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary Subsidiary; provided, that (but in the case 1) an Elective Guarantor shall not be released from its Guaranty on account of being an Excluded Subsidiary joined with respect to any characteristic or circumstances that would have qualified such Subsidiary or Parent Company to be an Excluded Subsidiary as a of the date such Subsidiary or Parent Company was made an Elective Guarantor, and (2) if any Subsidiary Guarantor ceases to be wholly-owned, directly or indirectly, by Holdings, such Subsidiary Guarantor shall not be released from its guarantee of the Obligations unless (A) the transaction pursuant to the Excluded which such Subsidiary Joinder Exception, subject Guarantor ceases to the Guarantor Release Election and the satisfaction be a direct or indirect wholly-owned subsidiary of the related conditions in the second to last proviso in the definition Holdings is consummated with a bona fide third-party that is not an Affiliate of “Collateral and Guarantee Requirement”); provided that no any Loan Party will dispose of a minority interest in any Guarantor for and the primary purpose of releasing such transaction is not the Guaranty made by release of any guarantee of the Obligations or Lien on any assets or properties such Subsidiary Guarantor under the Loan Documents as determined by and (B) with respect to transactions in which Holdings retains, directly or indirectly, any ownership of equity interests in such subsidiary, the Borrower (or such other immediate parent of such former Subsidiary Guarantor, as applicable) shall be required to have available investment capacity under this Agreement as necessary to hold such remaining investment (and shall be deemed to have made such investment as if such person were newly acquired) in good faithsuch non-wholly-owned Subsidiary (it being understood that this proviso shall not limit the release of any Subsidiary Guarantor that is otherwise an Excluded Subsidiary for reasons other than not being wholly-owned). The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements acknowledgements, and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, (ciii) contingent obligations not then due and (div) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any sale or other transfer of Loans Held For Sale and any sale or other transfer in connection with any Receivables Financing TransactionTransaction or any Qualified Securitization Facility)) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (gvii) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors any Guarantor shall be released from the Guaranties its Guaranty upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithSubsidiary. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements acknowledgements, and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan DocumentDocument (other than obligations that expressly survive the termination of the Commitments and repayment of the Obligations, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, (ciii) contingent obligations not then due and (div) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon written request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer disposition of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second succeeding sentencesentence and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Security Documents and (gvii) to the extent such Collateral otherwise becomes Excluded AssetsCapital Stock or Excluded Property (as defined in the Security Agreement). Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantees upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but Subsidiary, or, in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Previous Holdings, in accordance with the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso set forth in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithHoldings. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when the Termination Conditions are satisfiedall Obligations (other than (i) Hedging Obligations in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent or indemnification obligations not then due) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped, upon request of the Borrower, the Administrative Agent or and/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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent or indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankdue. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Agent or and/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 subordinate the Lien on any Collateral to any Lien permitted under Sections 10.2(c), (e) (solely as it relates to clauses (c), (f) and (t) of Section 7.01 to be senior 10.2), (f), (i)(ii), (j), (k), (l), (m), (o), (p), (t), (u), (v), (w), (y) and clauses (b), (d), (e), (f), (g) and (i) of the definition of “Permitted Liens.” (d) Notwithstanding the foregoing or anything in the Credit Documents to the Liens in favor contrary, at the direction of the Collateral AgentRequired Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Borrower’s assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a bankruptcy proceeding, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (gvii) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant subject to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of ) or if such Subsidiary becomes a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithReleased UK Holding Company. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements acknowledgements, and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, (ciii) contingent obligations not then due and (div) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer Disposition (including any disposition by means of a distribution or Restricted Payment) of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer Disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition Disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second succeeding sentencesentence and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Security Documents and (gvii) to the extent such Collateral otherwise becomes Excluded AssetsCapital Stock or Excluded Property. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations Obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any saledisposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantee upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but including in connection with any designation of an Unrestricted Subsidiary) (provided that a Guarantor shall not be released from the Guarantee in connection with a de minimis transfer of equity interests in such Guarantor if there is no bona fide business purpose for such transfer of equity and such transfer of equity is intended solely to obtain a release of the Guarantee, in each case as determined in good faith by the Borrower), or, in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Previous Holdings, in accordance with the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso set forth in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithHoldings. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when all Obligations (other than (i) Hedging Obligations in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent obligations or contingent indemnification obligations not then due and payable) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped on terms reasonably satisfactory to the Termination Conditions are satisfiedLetter of Credit Issuer, upon request of the Borrower, the Administrative Agent or and/or the 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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent obligations or contingent indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankpayable. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon reasonable request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Collateral 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 give effect to (by means of an acknowledgment reasonably satisfactory to the Administrative Agent), or to subordinate the Lien on any Collateral to to, any Lien permitted under Sections 10.2(c), (e) (solely as it relates to clauses (c) and (f) of Section 7.01 to be senior 10.2), (f), (l), (m), (n), (o), (q), (r), (s), (v), (w), (x), (y), (aa), (ff) and clauses (d), (e), (f), (g), (i) and (n) of the definition of “Permitted Encumbrances.” In addition, notwithstanding anything to the Liens contrary contained herein or in favor any other Credit Document, upon reasonable request of the Borrower, the Administrative Agent and the Collateral AgentAgent shall (without notice to, or vote or consent of, any Secured Party) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent or Collateral Agent is otherwise contemplated herein as a party to such subordination or intercreditor agreements, in each case to the extent consistent with the provisions of Section 12.15. (d) Notwithstanding the foregoing or anything in the Credit Documents to the contrary, at the direction of the Required Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Credit Parties’ assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a proceeding under any Debtor Relief Law, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, exchange, issuance, transfer or other transfer Disposition (other than an operating lease or a license) (including by the termination of Financing Lease Obligations or the repossession of the leased property in a Financing Lease Obligation by the lessor or by means of a distribution or Restricted Payment) of such Collateral (including as part of or in connection with any other sale sale, exchange, issuance, transfer or other transfer Disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, exchange, issuance, transfer or other disposition Disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release or discharge of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second and third succeeding sentencesentences and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, exchange, transfer or other disposition Disposition of Collateral in connection with any enforcement action or exercise of remedies of taken by the Collateral Agent pursuant to in accordance with the Collateral Documents terms of the Equal Priority Intercreditor Agreement and the Security Documents, (gvii) to the extent such Collateral is or otherwise becomes Excluded AssetsCapital Stock or Excluded Property (other than pursuant to clause (c) of the definition thereof), and (viii) with respect to Collateral that is Capital Stock, upon (i) the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by the Credit Documents or (ii) upon the designation by the Borrower of such issuer of Capital Stock as an Unrestricted Subsidiary under this Agreement. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations Obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any saledisposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantee upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but including in connection with any designation of an Unrestricted Subsidiary), or, in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Previous Holdings, in accordance with the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso set forth in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithHoldings. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when all Obligations (other than (i) Hedging Obligations not then due and payable in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations not then due and payable in respect of any Secured Cash Management Agreements and (iii) any contingent obligations or contingent indemnification obligations not then due and payable) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped on terms reasonably satisfactory to the Termination Conditions are satisfiedLetter of Credit Issuer, upon request of the Borrower, the Administrative Agent or and/or the 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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent obligations or contingent indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankpayable. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon reasonable request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Collateral 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 subordinate give effect to (by means of an acknowledgment (but not consent) reasonably satisfactory to the Administrative Agent), or to subordinate, the Lien on any Collateral to any Lien permitted under Sections 10.2(c), (e) (solely as it relates to clauses (c) and (f) of Section 7.01 to be senior 10.2), (f), (k)(i), (l), (m), (n), (o), (q), (r), (s), (v), (w), (x), (y), (aa), (ff) and clauses (d), (e), (f), (g), (i) and (n) of the definition of “Permitted Encumbrances.” In addition, notwithstanding anything to the Liens contrary contained herein or in favor any other Credit Document, upon reasonable request of the Borrower, the Administrative Agent and the Collateral AgentAgent shall (without notice to, or vote or consent of, any Secured Party) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent or Collateral Agent is otherwise contemplated herein as a party to such subordination or intercreditor agreements, in each case to the extent consistent with the provisions of Section 12.15. (d) Notwithstanding the foregoing or anything in the Credit Documents to the contrary, at the direction of the Required Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Credit Parties’ assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a proceeding under any Debtor Relief Law, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (a) in full, as set forth in clause (2) below, (b) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (c) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (d) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (e) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (f) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (g) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faith. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. Notwithstanding anything herein to the contrary, no Guarantor shall be released from its Guarantee of the Obligations pursuant to clause (1) of the definition of Excluded Subsidiary other than to the extent such Guarantor becomes non-wholly-owned solely as a result of a bona fide joint venture arrangement with a third party that is not an Affiliate of Holdings or the Sponsor pursuant to an Investment permitted under Section 7.05, valued in an amount equal to the fair market value of such Guarantor at the time of such transaction. (2) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (a) Hedging Obligations in respect of any Secured Hedge Agreements, (b) Cash Management Obligations in respect of any Secured Cash Management Agreements, (c) contingent obligations Contingent Obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer Disposition (including any disposition by means of a distribution or Restricted Payment) of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer Disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition Disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second and third succeeding sentencesentences and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Security Documents and (gvii) to the extent such Collateral otherwise becomes Excluded AssetsCapital Stock or Excluded Property (other than pursuant to clause (c) of the definition thereof). Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations Obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any saledisposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantee upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but including in connection with any designation of an Unrestricted Subsidiary), or, in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Previous Holdings, in accordance with the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso set forth in the definition of “Holdings. Polaris Intermediate shall be released from its Guarantee and all of its property released as Collateral and Guarantee Requirement”); provided that no Loan Party will dispose automatically upon the effectiveness of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithInternal Restructuring. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when all Obligations (other than (i) Hedging Obligations in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent obligations or contingent indemnification obligations not then due and payable) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped on terms reasonably satisfactory to the Termination Conditions are satisfiedLetter of Credit Issuer, upon request of the Borrower, the Administrative Agent or and/or the 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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent obligations or contingent indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankpayable. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon reasonable request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Collateral 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 subordinate the Lien on any Collateral to any Lien permitted under Sections 10.2(c), (e) (solely as it relates to clauses (c) and (f) of Section 7.01 to be senior 10.2), (f), (k), (l), (m), (n), (o), (q), (r), (s), (v), (w), (x), (y), (aa), (ff) and clauses (d), (e), (f), (g), (i) and (n) of the definition of “Permitted Encumbrances.” In addition, notwithstanding anything to the Liens contrary contained herein or in favor any other Credit Document, upon reasonable request of the Borrower, the Administrative Agent and the Collateral AgentAgent shall (without notice to, or vote or consent of, any Secured Party) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent or Collateral Agent is otherwise contemplated herein as a party to such subordination or intercreditor agreements, in each case to the extent consistent with the provisions of Section 12.15. (d) Notwithstanding the foregoing or anything in the Credit Documents to the contrary, at the direction of the Required Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Credit Parties’ assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a proceeding under any Debtor Relief Law, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer disposition of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0112.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second succeeding sentence), ) and (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (g) to the extent such Collateral otherwise becomes Excluded AssetsDocuments. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faith. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (a) Hedging Obligations in respect of any Secured Hedge Agreements, (b) Cash Management Obligations in respect of any Secured Cash Management Agreements, (c) contingent obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and each Agent (and each other Secured Party by accepting the Issuing Banks benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent Secured Parties by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer Disposition of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition Disposition is made in compliance with permitted hereunder (and the terms of this Agreement (Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0110.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations Guarantee Obligations under the Guaranty (in accordance with the second succeeding sentence)Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunder, (f) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (gvi) to the extent such Collateral otherwise becomes Excluded Assetsceases to be Collateral. Any such release shall not in any manner discharge, affect affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the Issuing Banks benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantees upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary (but ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Successor Holdings, the Excluded Subsidiary Joinder Exception, subject to prior Holdings shall be released in accordance with the Guarantor Release Election and the satisfaction of the related conditions set forth in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithSection 7.11. The Lenders (and each other Secured Party by accepting the Issuing Banks benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeatedrepeated solely with respect to such Collateral or Guarantor. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when upon the Facility Termination Conditions are satisfiedDate, upon request of the Borrower, the Administrative Agent or and/or Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Secured Party) take such actions actions, at the expense of the Borrower, as shall be required reasonably requested to evidence termination or release of its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (a) Hedging Obligations in respect of any Secured Hedge Agreements, (b) Cash Management Obligations in respect of any Secured Cash Management Agreements, (c) contingent obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to The Lenders (and each other Secured Party by accepting the contrary contained herein or in any other Loan Documentbenefits of the Collateral) hereby agree that the Agents are authorized to, upon at the request of the Borrower in connection with any Liens permitted by the Loan DocumentsBorrower, the Administrative Agent or Collateral Agententer into subordination, as applicable, shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required intercreditor and/or similar agreements to subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral AgentAgent in the Collateral to Permitted Liens with respect to Indebtedness.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and each Agent (and each other Secured Party by accepting the Issuing Banks benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent Secured Parties by the Loan Parties on any Collateral shall be automatically released released: (ai) in full, as set forth in clause (2b) below, , (bii) upon the sale or other transfer disposition of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with permitted hereunder (and the terms of this Agreement (Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), , (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, , (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0110.05), , (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (f) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent Guarantee Obligations pursuant to the Collateral Documents and terms of this Agreement so long as such Guarantor is no longer a Loan Party hereunder, (gvi) to the extent such Collateral ceases to be Collateral (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), and (vii) with respect to any asset subject to a Lien securing a Capital Lease Obligation permitted hereunder, to the extent necessary to effectuate any capital lease of such asset otherwise becomes Excluded Assetspermitted by this Agreement to the extent and for so long as the terms of such capital lease prohibits the granting of any other Lien on such asset. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the Issuing Banks benefits of the Collateral) hereby irrevocably agree that the Guarantors any Guarantor shall be released from the Guaranties its Guarantee Obligations upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary (but in the case of ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary joined as a Guarantor is not prohibited by this Agreement (and any consents required pursuant to the Excluded Subsidiary Joinder ExceptionSection 10.05, subject if applicable, shall have been obtained (it being understood and agreed that such release shall not give rise to the Guarantor Release Election and the satisfaction of the related conditions any additional consent requirements other than those explicitly set forth in the second to last proviso in the definition of “Collateral and Guarantee Requirement”Section 10.05); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faith). The Lenders (and each other Secured Party by accepting the Issuing Banks benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver deliver, without recourse or warranty, any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent consent, joinder or joinder acknowledgement of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeatedrepeated solely with respect to such Collateral or Guarantor. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when upon the Termination Conditions are satisfiedDate, upon request of the Borrower, the Administrative Agent or and/or Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Secured Party) take such actions actions, at the expense of the Borrower, without recourse or warranty, as shall be required reasonably requested to evidence termination or release of its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (a) Hedging Obligations in respect of any Secured Hedge Agreements, (b) Cash Management Obligations in respect of any Secured Cash Management Agreements, (c) contingent obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to The Lenders (and each other Secured Party by accepting the contrary contained herein or in any other Loan Document, upon request benefits of the Borrower in connection with any Liens permitted by Collateral) hereby agree that the Loan Documents, the Administrative Agent or Collateral Agent, as applicable, shall (without notice Agents are authorized to, at the request and expense of the Borrower, enter into subordination, intercreditor and/or similar agreements to provide for the treatment (whether pari passu or vote or consent of, any Secured Partysubordinate) take such actions as shall be required of the Liens of the Collateral Agent in the Collateral with respect to subordinate the Lien on any Collateral Permitted Liens with respect to any Lien Indebtedness permitted under Section 7.01 hereunder to be pari passu or senior to the Liens in favor Lien of the Collateral Agent.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and Documents, (gvii) to the extent such Collateral otherwise becomes Excluded AssetsAssets and (viii) in the case of (A) the Guarantee of the Obligations by Holdings and (B) the pledge by Holdings of the Equity Interests of the Borrower, in each case, upon the consummation of a Qualifying IPO of the Borrower resulting in Holdings owning, directly or indirectly, no more than 49.99% of the common equity interests of the Borrower. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithSubsidiary. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender Lender; provided that, upon request by the Administrative Agent or Issuing BankCollateral Agent (and, in each case, prior to the Administrative Agent and Collateral Agent being required to execute and deliver (or file and/or record) such instruments, documents or agreements or otherwise comply with this sentence), the Borrower shall be required to deliver a certificate to the Administrative Agent and Collateral Agent confirming that such sale or transfer of Collateral is permitted under the Loan Documents (in the case of clause (ii) of this Section 10.24(a)) or such release of a Guarantor is permitted under the Loan Documents (in the case of clause (v) of this Section 10.24(a)), and the Administrative Agent and Collateral Agent shall be permitted to rely upon such certificate without incurring any liability therefor. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfiedall Obligations (other than any contingent obligations not then due) have been paid in full and all Commitments have terminated, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (a) Hedging Obligations in respect of any Secured Hedge Agreements, (b) Cash Management Obligations in respect of any Secured Cash Management Agreements, (c) contingent obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankdue. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens Permitted Lien specified in clause (7) of the definition thereof securing obligations in respect of Indebtedness, Disqualified Stock or Preferred Stock permitted by the Loan Documentsto be incurred pursuant to clause (4) of Section 7.02(b) in any Collateral, 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 subordinate the Lien on any Collateral to any such Permitted Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer disposition of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second succeeding sentence), ) and (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (g) to the extent such Collateral otherwise becomes Excluded AssetsDocuments. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantees upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions Previous Holdings in the second to last proviso conditions set forth in the definition of “Collateral and Guarantee RequirementHoldings”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faith. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when the Termination Conditions are satisfiedall Obligations (other than (i) Cash Management Obligations in respect of any Secured Cash Management Agreements and (ii) any contingent or indemnification obligations not then due) have been paid in full, upon request of the Borrower, the Administrative Agent or and/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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (a) Hedging Obligations in respect of any Secured Hedge Agreements, (bi) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (cii) any contingent or indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankdue. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower Borrowers or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower Borrowers or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Agent or and/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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent10.2.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties Borrowers on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer Disposition of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)) to any Person other than another Loan PartyBorrower, to the extent such sale, transfer or other disposition Disposition is made in compliance with permitted hereunder (and the terms of this Agreement (Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party the Maltese Borrower upon its reasonable request without further inquiry), (c) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (diii) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), ) and (e) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (fiv) as required by the Administrative Agent or the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Administrative Agent or Collateral Agent pursuant to the Collateral Documents and (g) to the extent such Collateral otherwise becomes Excluded AssetsDocuments. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan PartiesBorrowers, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors a Guarantor shall be released from the Guaranties its Guarantee upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but other than pursuant to clause (d) of the definition of the term “Excluded Subsidiary”), in each case, solely to the case of extent (A) such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary joined as is not prohibited by this Agreement and (B) the Maltese Borrower and each Guarantor organized or existing under the laws of Malta shall have provided its express consent to such release and confirmed by a Guarantor pursuant reaffirmation agreement in form and substance reasonably acceptable to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election Administrative Agent that its Guarantee shall remain in full force and the satisfaction effect in respect of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithObligations. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender; provided that, if reasonably requested by the Administrative Agent, the Maltese Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Maltese Borrower certifying that any such transaction is not prohibited by this Agreement. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor released pursuant to this paragraph shall no longer be deemed to be repeatedrepeated solely with respect to such Collateral or Guarantor. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Obligations (other than (i) Hedging Obligations in respect of any Secured Hedge Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) contingent indemnification obligations and other contingent obligations) have been paid in full in cash, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped in a manner reasonably satisfactory to the Termination Conditions are satisfiedapplicable L/C Issuer, upon request of the Maltese Borrower, the Administrative Agent or and/or the 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (a) Hedging Obligations in respect of any Secured Hedge Agreements, (b) any Cash Management Obligations in respect of any Secured Cash Management Agreements, (c) Agreements or any contingent indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankother contingent obligations. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the any Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the any Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. Any execution and delivery of documents by the Administrative Agent or the Collateral Agent pursuant to this Section 10.19 shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent. (3c) Notwithstanding the foregoing or anything in the Loan Documents to the contrary contained herein or in any other Loan Documentcontrary, upon request at the direction of the Borrower in connection with any Liens permitted by the Loan DocumentsRequired Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or Collateral Agentany lesser amount thereof) for the Borrowers’ assets in a bankruptcy, as applicableforeclosure or other similar proceeding under the Laws of any applicable jurisdiction, shall (without notice toforbear from exercising remedies upon an Event of Default or, or vote or consent of, any Secured Party) take such actions as shall be required to subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior subject to the Liens last paragraph of Section 9.10, in favor a bankruptcy proceeding under the Laws of the Collateral Agentany applicable jurisdiction enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties (and Holdings, any Parent GP, any GP Entity, as applicable) on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer disposition of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second succeeding sentencesentence and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Security Documents and (gvii) to the extent such Collateral otherwise becomes Excluded AssetsCapital Stock or Excluded Property (as defined in the Security Agreement). Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Credit Parties (or Holdings, any Parent GP, any GP Entity, as applicable) in respect of) all interests retained by the Loan PartiesCredit Parties (and Holdings, any Parent GP, any GP Entity, as applicable), including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantees upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithSubsidiary. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when all Obligations (other than (i) Hedging Obligations in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent or indemnification obligations not then due) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped to the Termination Conditions are satisfiedsatisfaction of the relevant Letter of Credit Issuer, upon request of the Borrower, the Administrative Agent or and/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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent or indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankdue. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Agent or and/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 subordinate the Lien on any Collateral to any Lien permitted under Sections 10.2(c), (e) (solely as it relates to clauses (c), (f) and (s) of Section 7.01 to be senior 10.2), (f), (h)(ii), (j), (j), (k), (m), (n), (o), (s), (t), (v), (w),(x) and clauses (b), (d), (e), (f), (g) and (i) of the definition of “Permitted Liens”. (d) Notwithstanding the foregoing or anything in the Credit Documents to the Liens in favor contrary, at the direction of the Collateral AgentRequired Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Borrower’s assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a bankruptcy proceeding, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may require, and rely conclusively on on, a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and Documents, (gvii) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faith. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (a) Hedging Obligations in respect of any Secured Hedge Agreements, (b) Cash Management Obligations in respect of any Secured Cash Management Agreements, (c) contingent obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.and

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent Secured Parties by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer disposition of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with permitted hereunder (and the terms of this Agreement (Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second succeeding sentencesentence and Section 4.13 of the Guarantee), (fvi) as required by the Administrative Agent or the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Administrative Agent or Collateral Agent pursuant to the Collateral Documents and (gvii) to the extent such Collateral otherwise becomes an Excluded AssetsEquity Interest or an Excluded Asset. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantees upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary (but ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Previous Holdings, in accordance with the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso set forth in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faith. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (a) Hedging Obligations in respect of any Secured Hedge Agreements, (b) Cash Management Obligations in respect of any Secured Cash Management Agreements, (c) contingent obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.Holdings” and

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer of such 273 US-DOCS\123992845.16 042525-0274 Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such leaselease to the extent such Loan Party retains no right, title or interest therein, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (gvii) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors a Subsidiary Guarantor shall be released from the Guaranties its Guaranty upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in provided that a wholly-owned Restricted Subsidiary that becomes a non-wholly-owned Subsidiary shall be released from its Guarantee under the case of an Excluded Subsidiary joined Guaranty pursuant to Section 10.01 if it is no longer wholly-owned as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose result of a minority interest in any Guarantor transaction for the primary a bona fide business purpose and on an arm’s length basis (and is not entered into for purposes of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithguarantee)). The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfiedall Obligations (other than (i) Hedging Obligations in respect of any Secured Hedge Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent obligations not then due) have been paid in full in cash and all Commitments have terminated, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (iii) any 274 US-DOCS\123992845.16 042525-0274 (c) contingent obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens Permitted Lien specified in clause (7) of the definition thereof securing obligations in respect of Indebtedness, Disqualified Stock or Preferred Stock permitted by the Loan Documentsto be incurred pursuant to clause (4) of Section 7.02(b) in any Collateral, 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 subordinate the Lien on any Collateral to any such Permitted Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent. (d) Notwithstanding the foregoing or anything in the Loan Documents to the contrary, at the direction of the Required Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Borrower’s assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a bankruptcy proceeding, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer disposition of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second succeeding sentencesentence and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Security Documents and (gvii) to the extent such Collateral otherwise becomes Excluded AssetsCapital Stock or Excluded Property (as defined in the Security Agreement). Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantees upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but Subsidiary, or, in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Previous Holdings, in accordance with the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso set forth in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithHoldings. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when the Termination Conditions are satisfiedall Obligations (other than (i) Hedging Obligations in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent or indemnification obligations not then due) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped, upon request of the Borrower, the Administrative Agent or and/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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash 220 LPL – Conformed A&R Credit Agreement Management Agreements, Agreements and (ciii) any contingent or indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankdue. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Agent or and/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 subordinate the Lien on any Collateral to any Lien permitted under Sections 10.2(c), (e) (solely as it relates to clauses (c), (f) and (t) of Section 7.01 to be senior 10.2), (f), (i)(ii), (j), (k), (l), (m), (o), (p), (t), (u), (v), (w), (y) and clauses (b), (d), (e), (f), (g), (i) and (o) of the definition of “Permitted Liens.” (d) Notwithstanding the foregoing or anything in the Credit Documents to the Liens in favor contrary, at the direction of the Collateral AgentRequired Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Borrower’s assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a bankruptcy proceeding, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and Upon the Issuing Banks hereby irrevocably agree that reasonable request of the Liens granted to Borrower , the Administrative Agent or the Collateral Agent by shall, take such actions as shall be reasonably required, at the Loan Parties on Parties’ sole expense, to release (i) its security interest in any Collateral shall be automatically released (a) in full, as set forth in clause (2) below, (b) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (c) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (d) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required Aggregate Revolving Commitments and payment in accordance with Section 10.01), (e) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release full of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (f) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (g) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect or impair the all Obligations or any Liens (other than those being released(x) upon contingent indemnification or reimbursement obligations for which no claim has been asserted, (or y) obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which shall continue to constitute part of the Collateral except arrangements reasonably satisfactory to the extent otherwise released in accordance with the provisions applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing Credit as to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant which other arrangements reasonably satisfactory to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faith. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral AgentAmount), as applicableor (ii) (a) its security interest in any Collateral transferred, sold or disposed of to execute persons other than Loan Parties or Subsidiaries in Loan Parties in a transaction permitted under this Agreement or approved by the Required Lenders pursuant to Section 11.01, and deliver (b) any instruments, documents, consents, acknowledgements and agreements necessary Guaranty hereunder or desirable to evidence or confirm the release under any Loan Document of any Person if the ownership interests in such Guarantor are transferred, sold or Collateral pursuant disposed to persons other than Loan Parties or Subsidiaries of Loan Parties in a transaction permitted under this Agreement, in each case to the foregoing provisions extent necessary to permit consummation of this paragraphsuch transfer, all without sale or disposition in accordance with the further consent or joinder of any Lender or Issuing BankLoan Documents. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral property so Disposed, transferred, sold or Guarantor disposed of (other than property Disposed of to the Borrower or any Loan Party) shall no longer be deemed to be repeatedrepeated once such property is so Disposed, transferred, sold or disposed of. (2b) Notwithstanding anything In connection with any termination or release pursuant to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request paragraph (a) of the Borrowerthis Section 11.19, 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 will not be required to release its security interest in all Collateral, and take any action unless the Borrower shall have delivered to release all obligations under any Loan Document, whether or not on CHAR1\1533762v5 the date Administrative Agent a certificate of such release there may be any (a) Hedging Obligations in respect of any Secured Hedge Agreements, (b) Cash Management Obligations in respect of any Secured Cash Management Agreements, (c) contingent obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization Responsible Officer of the Borrower certifying that the transaction giving rise to such termination or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens release is permitted by the Credit Agreement and was or is consummated in compliance with the Loan Documents, . Any execution and delivery of documents pursuant to this Section 11.19 shall be without recourse to or warranty by 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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer Disposition of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second succeeding sentencesentence and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Security Documents and (gvii) to the extent such Collateral otherwise becomes Excluded AssetsCapital Stock or Excluded Property. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors any Subsidiary Guarantor shall be released from its obligations under the Guaranties Guarantee upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary Guarantor ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithSubsidiary. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when the Termination Conditions are satisfiedall Obligations (other than (i) Hedging Obligations in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent obligations or contingent indemnification obligations not then due) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped, upon request of the Borrower, the Administrative Agent or and/or Collateral Agent, as applicable, shall NY\6379601.11 (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent obligations or contingent indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankdue. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Agent or and/or Collateral Agent, as applicable, may (but, for the avoidance of doubt, shall not be required to) (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 Sections 10.2(c), (e) (solely as it relates to be senior clauses (c), (f) and (q) of Xxxxxxx 00.0), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (w), (x) and clauses (b), (d), (e), (f), (g) and (i) of the definition of “Permitted Liens”. (d) Notwithstanding the foregoing or anything in the Credit Documents to the Liens in favor contrary, at the direction of the Collateral AgentRequired Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Borrower’s assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a bankruptcy proceeding, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (gvii) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary Subsidiary; provided, that (but in the case 1) an Elective Guarantor shall not be released from its Guaranty on account of being an Excluded Subsidiary joined with respect to any characteristic or circumstances that would have qualified such Subsidiary or Parent Company to be an Excluded Subsidiary as of the date such Subsidiary or Parent Company was made an Elective Guarantor, and (2) if any Subsidiary Guarantor ceases to be an Excluded Subsidiary (including as a result of such Subsidiary Guarantor ceasing to be wholly-owned, directly or indirectly, by Holdings), such Subsidiary Guarantor shall not be released from its guarantee of the Obligations unless (A) the transaction pursuant to the which such Subsidiary Guarantor ceases to be an Excluded Subsidiary Joinder Exception, subject (including as a result of such Subsidiary Guarantor ceasing to the Guarantor Release Election and the satisfaction be a direct or indirect wholly-owned subsidiary of the related conditions in the second to last proviso in the definition Holdings) is consummated with a bona fide third-party that is not an Affiliate of “Collateral and Guarantee Requirement”); provided that no any Loan Party will dispose of for a minority interest in any Guarantor for legitimate business purposes and the primary purpose of releasing such transaction is not the Guaranty made by release of any guarantee of the Obligations or Lien on any assets or properties such Subsidiary Guarantor under (including any release that is meant facilitate the Loan Documents as determined by incurrence of Indebtedness and/or the consummation of a “liability management” transaction) and (B) with respect to transactions in which Holdings retains, directly or indirectly, any ownership of equity interests in such subsidiary, the Borrower (or such other immediate parent of such former Subsidiary Guarantor, as applicable) shall be required to have available investment capacity under this Agreement as necessary to hold such remaining investment (and shall be deemed to have made such investment as if such person were newly acquired) in good faithsuch non-wholly-owned Subsidiary (it being understood that this proviso shall not limit the release of any Subsidiary Guarantor that is otherwise an Excluded Subsidiary for reasons other than not being wholly-owned). The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements acknowledgements, and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, (ciii) contingent obligations not then due and (div) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer disposition of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral 212 LPL – A&R Credit Agreement is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second succeeding sentencesentence and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Security Documents and (gvii) to the extent such Collateral otherwise becomes Excluded AssetsCapital Stock or Excluded Property (as defined in the Security Agreement). Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantees upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but Subsidiary, or, in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Previous Holdings, in accordance with the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso set forth in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithHoldings. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when the Termination Conditions are satisfiedall Obligations (other than (i) Hedging Obligations in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent or indemnification obligations not then due) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped, upon request of the Borrower, the Administrative Agent or and/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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent or indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankdue. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Agent or and/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 subordinate the Lien on any Collateral to any Lien permitted under Sections 10.2(c), (e) (solely as it relates to clauses (c), (f) and (t) of Section 7.01 to be senior 10.2), (f), (i)(ii), (j), (k), (l), (m), (o), (p), (t), (u), (v), (w), (y) and clauses (b), (d), (e), (f), (g), (i) and (o) of the definition of “Permitted Liens.” 213 LPL – A&R Credit Agreement (d) Notwithstanding the foregoing or anything in the Credit Documents to the Liens in favor contrary, at the direction of the Collateral AgentRequired Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Borrower’s assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a bankruptcy proceeding, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (ev) to the extent the property constituting such Collateral is owned by any Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (gvii) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors any Subsidiary Guarantor shall be released from the Guaranties upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faith. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request of the Lead Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, (ciii) contingent obligations not then due and (div) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the any Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the any Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Lead Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (ev) to the extent the property constituting such Collateral is owned by any GuarantorGuarantor (other than the Borrower), upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (gvii) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted SubsidiaryGuarantor, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithSubsidiary. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements acknowledgements, and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (a) Hedging Obligations in respect of any Secured Hedge Agreements, (b) Cash Management Obligations in respect of any Secured Cash Management Agreements, (c) contingent obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankdue. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien expressly permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (gvii) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithSubsidiary. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements acknowledgements, and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) contingent obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankdue. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer disposition of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second succeeding sentencesentence and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Security Documents and (gvii) to the extent such Collateral otherwise becomes Excluded AssetsCapital Stock or Excluded Property (as defined in the Security Agreement). Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantees upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but Subsidiary, or, in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Previous Holdings, in accordance with the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso set forth in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithHoldings. LPL – Conformed A&R Credit Agreement The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when the Termination Conditions are satisfiedall Obligations (other than (i) Hedging Obligations in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent or indemnification obligations not then due) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped, upon request of the Borrower, the Administrative Agent or and/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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent or indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankdue. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Agent or and/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 subordinate the Lien on any Collateral to any Lien permitted under Sections 10.2(c), (e) (solely as it relates to clauses (c), (f) and (t) of Section 7.01 to be senior 10.2), (f), (i)(ii), (j), (k), (l), (m), (o), (p), (t), (u), (v), (w), (y) and clauses (b), (d), (e), (f), (g), (i) and (o) of the definition of “Permitted Liens.” (d) Notwithstanding the foregoing or anything in the Credit Documents to the Liens in favor contrary, at the direction of the Collateral AgentRequired Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Borrower’s assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a bankruptcy proceeding, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, exchange, issuance, transfer or other transfer Disposition (other than an operating lease or a license) (including by the termination of Financing Lease Obligations or the repossession of the leased property in a Financing Lease Obligation by the lessor or by means of a distribution or Restricted Payment) of such Collateral (including as part of or in connection with any other sale sale, exchange, issuance, transfer or other transfer Disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, exchange, issuance, transfer or other disposition Disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release or discharge of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second and third succeeding sentencesentences and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, exchange, transfer or other disposition Disposition of Collateral in connection with any enforcement action or exercise of remedies of taken by the Collateral Agent pursuant to in accordance with the Collateral Documents terms of the Equal Priority Intercreditor Agreement and the Security Documents, (gvii) to the extent such Collateral is or otherwise becomes Excluded AssetsCapital Stock or Excluded Property (other than pursuant to clause (c) of the definition thereof), and (viii) with respect to Collateral that is Capital Stock, upon (i) the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by the Credit Documents or (ii) upon the designation by the Borrower of such issuer of Capital Stock as an Unrestricted Subsidiary under this Agreement. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations Obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any saledisposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantee upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but including in the case connection with any designation of an Excluded Subsidiary joined Unrestricted Subsidiary) (provided that a Guarantor shall not be released from the Guarantee solely as a result of becoming a non-wholly owned Restricted Subsidiary in connection with a de minimis transfer of Capital Stock in such Guarantor pursuant if there is no bona fide business purpose for such transfer of Capital Stock and such transfer of Capital Stock is intended solely to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction obtain a release of the related conditions Guarantee, in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents each case as determined in good faith by the Borrower in good faithBorrower). The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when all Obligations (other than (i) Hedging Obligations not then due and payable in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations not then due and payable in respect of any Secured Cash Management Agreements and (iii) any contingent obligations or contingent indemnification obligations not then due and payable) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped on terms reasonably satisfactory to the Termination Conditions are satisfiedLetter of Credit Issuer, upon request of the Borrower, the Administrative Agent or and/or the 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (a) Hedging Obligations in respect of any Secured Hedge Agreements, (b) Cash Management Obligations in respect of any Secured Cash Management Agreements, -254- #96562806v11 (c) contingent obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon reasonable request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Collateral 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 subordinate give effect to (by means of an acknowledgment (but not consent) reasonably satisfactory to the Administrative Agent), or to subordinate, the Lien on any Collateral to any Lien permitted under Sections 10.2(c), (e) (solely as it relates to clauses (c) and (f) of Section 7.01 to be senior 10.2), (f), (k)(i), (l), (m), (n), (o), (q), (r), (s), (v), (w), (x), (y), (aa), (ff), (ii), (ww) and clauses (d), (e), (f), (g), (i) and (n) of the definition of “Permitted Encumbrances”. In addition, notwithstanding anything to the Liens contrary contained herein or in favor any other Credit Document, upon reasonable request of the Borrower, the Administrative Agent and the Collateral AgentAgent shall (without notice to, or vote or consent of, any Secured Party) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent or Collateral Agent is otherwise contemplated herein as a party to such subordination or intercreditor agreements, in each case to the extent consistent with the provisions of Section 12.15. (d) Notwithstanding the foregoing or anything in the Credit Documents to the contrary, at the direction of the Required Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Credit Parties’ assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a proceeding under any Debtor Relief Law, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent Secured Parties by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer disposition of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with permitted hereunder (and the terms of this Agreement (Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second succeeding sentencesentence and Section 4.13 of the Guarantee), (fvi) as required by the Administrative Agent or the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Administrative Agent or Collateral Agent pursuant to the Collateral Documents and (gvii) to the extent such Collateral otherwise becomes an Excluded AssetsEquity Interest or an Excluded Asset. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantees upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary (but ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Previous Holdings, in accordance with the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso set forth in the definition of “Collateral Holdings” and Guarantee Requirement”)Section 7.04; provided that no Loan Party will dispose to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantees hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of a minority interest in any Guarantor for the primary purpose date of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithrelease. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeatedrepeated solely with respect to such Collateral or Guarantor. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfiedall Obligations (other than (i) Ancillary Facility Obligations, (ii) Hedging Obligations in respect of any Secured Hedge Agreements, (iii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iv) contingent indemnification obligations and other contingent obligations) have been paid in full, all Commitments have terminated or expired, upon request of the Borrower, the Administrative Agent or and/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 its security interest in Lien on all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) contingent indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankother contingent obligations. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding the foregoing or anything in the Loan Documents to the contrary contained herein or in any other Loan Documentcontrary, upon request at the direction of the Borrower in connection with any Liens permitted by the Loan DocumentsRequired Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or Collateral Agentany lesser amount thereof) for the Borrower’s assets in a bankruptcy, as applicableforeclosure or other similar proceeding, shall (without notice toforbear from exercising remedies upon an Event of Default, or vote or consent ofin a bankruptcy proceeding, any Secured Party) take such actions as shall be required to subordinate the Lien enter into a settlement agreement on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor behalf of the Collateral Agentall Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the theany Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer disposition of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second succeeding sentencesentence and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Security Documents and (gvii) to the extent such Collateral otherwise becomes Excluded AssetsCapital Stock or Excluded Property (as defined in the Security Agreement). Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantees upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but Subsidiary, or, in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Previous Holdings, in accordance with the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso set forth in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithHoldings. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when the Termination Conditions are satisfiedall Obligations (other than (i) Hedging Obligations in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent or indemnification obligations not then due) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped, upon request of the Borrower, the Administrative Agent or and/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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent or indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankdue. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Agent or and/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 subordinate the Lien on any Collateral to any Lien permitted under Sections 10.2(c), (e) (solely as it relates to clauses (c), (f) and (t) of Section 7.01 to be senior 10.2), (f), (i)(ii), (j), (k), (l), (m), (o), (p), (t), (u), (v), (w), (y) and clauses (b), (d), (e), (f), (g), (i) and (o) of the definition of “Permitted Liens.” (d) Notwithstanding the foregoing or anything in the Credit Documents to the Liens in favor contrary, at the direction of the Collateral AgentRequired Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Borrower’s assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a bankruptcy proceeding, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (gvii) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithSubsidiary. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Obligations (other than (i) Hedging Obligations in respect of any Secured Hedge Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements, (iii) any contingent obligations not then due and (iv) the Termination Conditions are satisfiedOutstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank) have been paid in full and all Commitments have terminated, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, (ciii) any contingent obligations not then due and (div) any Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent. (d) Notwithstanding the foregoing or anything in the Loan Documents to the contrary, at the direction of the Required Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Borrower’s assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a bankruptcy proceeding, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such leaselease to the extent such Loan Party retains no right, title or interest therein, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (gvii) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors a Subsidiary Guarantor shall be released from the Guaranties its Guaranty upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in provided that a wholly-owned Restricted Subsidiary that becomes a non-wholly-owned Subsidiary shall be released from its Guarantee under the case of an Excluded Subsidiary joined Guaranty pursuant to Section 10.01 if it is no longer wholly-owned as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose result of a minority interest in any Guarantor transaction for the primary a bona fide business purpose and on an arm’s length basis (and is not entered into for purposes of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithguarantee)). The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfiedall Obligations (other than (i) Hedging Obligations in respect of any Secured Hedge Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent obligations not then due) have been paid in full in cash and all Commitments have terminated, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankdue. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, provisional liquidation, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens Permitted Lien specified in clause (7) of the definition thereof securing obligations in respect of Indebtedness, Disqualified Stock or Preferred Stock permitted by the Loan Documentsto be incurred pursuant to clause (4) of Section 7.02(b) in any Collateral, 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 subordinate the Lien on any Collateral to any such Permitted Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent. (d) Notwithstanding the foregoing or anything in the Loan Documents to the contrary, at the direction of the Required Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Borrower’s assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a bankruptcy proceeding, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks L/C Issuer hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentencepenultimate sentence of this clause), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (gvii) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks L/C Issuer hereby irrevocably agree that the Guarantors shall be released from the Guaranties (i) upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary Subsidiary, or (but ii) in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Previous Holdings, in accordance with the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso set forth in the definition of “Collateral Holdings Entity”, or (iii) in the case of DTZ Investors Limited, upon becoming a regulated entity that is subject to net worth or net capital or similar capital and Guarantee Requirement”); provided surplus restrictions or that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made is prohibited or restricted by such Guarantor under the Loan Documents as determined by the Borrower in good faithapplicable Law or accounting policies. The Lenders and the Issuing Banks L/C Issuer hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankL/C Issuer. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Obligations (other than (i) Hedging Obligations in respect of any Secured Hedge Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements, (iii) any contingent obligations not then due and (iv) the Termination Conditions are satisfiedOutstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer) have been paid in full and all Commitments have terminated, upon request of the BorrowerBorrowers, the Administrative Agent or and/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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, (ciii) any contingent obligations not then due and (div) any Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable Issuing BankL/C Issuer. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any of the Borrower Borrowers or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any of the Borrower Borrowers or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower Representative in connection with any Liens permitted by the Loan Documents, the Administrative Agent or and/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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent. (d) If an Event of Default has occurred and is continuing, then notwithstanding the foregoing or anything in the Loan Documents to the contrary, at the direction of the Required Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Collateral in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a bankruptcy proceeding, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1i) The Lenders Lenders, and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (a) in full, as set forth in clause (2c) below, ; (bii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with or is not prohibited by the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry) (any such event, a “Lien Release Event”), ; (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, ; (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), ; (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentenceclause (b) below), ; (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and Documents; and (gvii) to the extent such Collateral otherwise becomes Excluded Assets. Any such release No Lien Release Event shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Following a Lien Release Event, upon the Request of the Borrower, the Collateral Agent shall (A) release or (if requested by the Borrower) subordinate any Lien granted to or held by any Secured Party under any Loan Document on any released (or subordinated) asset included in the Collateral, it being agreed that any such subordination shall (if requested by a Loan Party) include customary debt subordination provisions and shall otherwise be on such customary terms as may be proposed by the holder (or proposed holder) of the Lien on such asset or such other terms as may be acceptable to the Collateral Agent (it being agreed the terms of the Junior Lien Intercreditor Agreement are acceptable) or such other terms as may be required by the senior creditor party to any applicable subordination agreement and/or (B) execute and deliver a customary “no interest” letter or similar letter with respect to any released (or subordinated) asset and/or any Excluded Asset. (b) Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties upon consummation of any transaction or the occurrence of any event permitted hereunder (any such event, a “Guaranty Release Event”) resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined other than solely as a Guarantor pursuant result of such Subsidiary ceasing to be a wholly owned Subsidiary unless the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction transaction giving rise thereto is entered into with a Person that is not an Affiliate of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”Borrower for a bona fide business purpose other than qualifying as a Guaranty Release Event); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faith. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing Bank. Each of the Administrative Agent and the Collateral Agent, as applicable, agrees that it will promptly take such action and execute any such documents as may be reasonably requested by the Borrower (such actions and such execution, the “Release Actions”), at the Borrower’s reasonable cost and expense, in connection with a Lien Release Event or Guaranty Release Event and that such actions are not discretionary. Without limitation, the Release Actions may include, as applicable, (a) executing (if required) and delivering to the Loan Parties (or any designee of the Loan Parties) any such lien releases, mortgage releases or assignments of mortgages, discharges of security interests, pledges and guarantees and other similar discharge or release documents, as are reasonably requested by a Loan Party in connection with the release or assignment, as of record, of the Liens (and all notices of security interests and Liens previously filed) that are the subject of a Lien Release Event or the release of any applicable Guarantee in connection with a Guaranty Release Event and (b) delivering to the Loan Parties (or any designee of the Loan Parties) all instruments evidencing pledged debt and all equity certificates and any other collateral previously delivered in physical form by the Loan Parties to a Secured Party. Without limitation of any other provision set forth in the Loan Documents, each Secured Party agrees that any notice provided to the Collateral Agent in connection with a Lien Release Event or a Guaranty Release Event shall be deemed an authenticated demand from a debtor duly delivered under Section 9-513(c) of the UCC and that the Loan Parties shall have the rights provided by Section 9-509 of the UCC with respect to any such demand; provided that the applicable time period set forth in Section 9-513(c) shall be deemed to be three Business Days. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2c) Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Obligations (other than (i) Hedging Obligations in respect of any Secured Hedge Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements, (iii) any contingent obligations not then due and (iv) the Termination Conditions are satisfiedOutstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank) have been paid in full and all Commitments have terminated, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, (ciii) any contingent obligations not then due and (div) any Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3d) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent. (e) Notwithstanding the foregoing or anything in the Loan Documents to the contrary, at the direction of the Required Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Borrower’s assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a bankruptcy proceeding, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, exchange, issuance, transfer or other transfer Disposition (other than an operating lease or a license) (including by the termination of Financing Lease Obligations or the repossession of the leased property in a Financing Lease Obligation by the lessor or by means of a distribution or Restricted Payment) of such Collateral (including as part of or in connection with any other sale sale, exchange, issuance, transfer or other transfer Disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, exchange, issuance, transfer or other disposition Disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release or discharge of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second and third succeeding sentencesentences and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, exchange, transfer or other disposition Disposition of Collateral in connection with any enforcement action or exercise of remedies of taken by the Collateral Agent pursuant to in accordance with the Collateral Documents terms of the Equal Priority Intercreditor Agreement and the Security Documents, (gvii) to the extent such Collateral is or otherwise becomes Excluded AssetsCapital Stock or Excluded Property (other than pursuant to clause (c) of the definition thereof), and (viii) with respect to Collateral that is Capital Stock, upon (i) the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by the Credit Documents or (ii) upon the designation by the Borrower of such issuer of Capital Stock as an Unrestricted Subsidiary under this Agreement. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations Obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any saledisposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantee upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but including in the case connection with any designation of an Excluded Subsidiary joined Unrestricted Subsidiary) (provided that a Guarantor shall not be released from the Guarantee solely as a result of becoming a non-wholly owned Restricted Subsidiary in connection with a de minimis transfer of Capital Stock in such Guarantor pursuant if there is no bona fide business purpose for such transfer of Capital Stock and such transfer of Capital Stock is intended solely to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction obtain a release of the related conditions Guarantee, in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents each case as determined in good faith by the Borrower in good faithBorrower). The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when all Obligations (other than (i) Hedging Obligations not then due and payable in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations not then due and payable in respect of any Secured Cash Management Agreements and (iii) any contingent obligations or contingent indemnification obligations not then due and payable) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped on terms reasonably satisfactory to the Termination Conditions are satisfiedLetter of Credit Issuer, upon request of the Borrower, the Administrative Agent or and/or the 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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent obligations or contingent indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankpayable. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon reasonable request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Collateral 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 subordinate give effect to (by means of an acknowledgment (but not consent) reasonably satisfactory to the Administrative Agent), or to subordinate, the Lien on any Collateral to any Lien permitted under Sections 10.2(c), (e) (solely as it relates to clauses (c) and (f) of Section 7.01 to be senior 10.2), (f), (k)(i), (l), (m), (n), (o), (q), (r), (s), (v), (w), (x), (y), (aa), (ff), (ii), (ww) and clauses (d), (e), (f), (g), (i) and (n) of the definition of “Permitted Encumbrances”. In addition, notwithstanding anything to the Liens contrary contained herein or in favor any other Credit Document, upon reasonable request of the Borrower, the Administrative Agent and the Collateral AgentAgent shall (without notice to, or vote or consent of, any Secured Party) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent or Collateral Agent is otherwise contemplated herein as a party to such subordination or intercreditor agreements, in each case to the extent consistent with the provisions of Section 12.15. (d) Notwithstanding the foregoing or anything in the Credit Documents to the contrary, at the direction of the Required Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Credit Parties’ assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a proceeding under any Debtor Relief Law, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (gvii) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in other than, during the case of an Excluded Subsidiary joined Covenant Modification Period, solely as a Guarantor pursuant result of such Subsidiary ceasing to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”be a wholly owned Subsidiary); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faith. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (a) Hedging Obligations in respect of any Secured Hedge Agreements, (b) Cash Management Obligations in respect of any Secured Cash Management Agreements, (c) contingent obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent Secured Parties by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer disposition of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with permitted hereunder (and the terms of this Agreement (Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second succeeding sentencesentence and Section 4.13 of the Guarantee), (fvi) as required by the Administrative Agent or the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Administrative Agent or Collateral Agent pursuant to the Collateral Documents and (gvii) to the extent such Collateral otherwise becomes an Excluded AssetsEquity Interest or an Excluded Asset. Any such release re-lease shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantees upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary (but ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Previous Holdings, in accordance with the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso set forth in the definition of “Collateral Holdings” and Guarantee Requirement”)Section 7.04; provided that no Loan Party will dispose to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantees hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of a minority interest in any Guarantor for the primary purpose date of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithrelease. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeatedrepeated solely with respect to such Collateral or Guarantor. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Obligations (other than (i) Hedging Obligations in respect of any Secured Hedge Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) contingent indemnification obligations and other contingent obligations) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped in a manner reasonably satisfactory to the Termination Conditions are satisfiedapplicable L/C Issuer, upon request of the Borrower, the Administrative Agent or and/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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) contingent indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankother contingent obligations. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or -141- similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding the foregoing or anything in the Loan Documents to the contrary contained herein or in any other Loan Documentcontrary, upon request at the direction of the Borrower in connection with any Liens permitted by the Loan DocumentsRequired Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or Collateral Agentany lesser amount thereof) for the Borrower’s assets in a bankruptcy, as applicableforeclosure or other similar proceeding, shall (without notice toforbear from exercising remedies upon an Event of Default, or vote or consent ofin a bankruptcy proceeding, any Secured Party) take such actions as shall be required to subordinate the Lien enter into a settlement agreement on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor behalf of the Collateral Agentall Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer disposition of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second succeeding sentencesentence and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Security Documents and (gvii) to the extent such Collateral otherwise becomes Excluded AssetsCapital Stock or Excluded Property (as defined in the Security Agreement). Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantees upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but Subsidiary, or, in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Previous Holdings, in accordance with the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso set forth in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithHoldings. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when the Termination Conditions are satisfiedall Obligations (other than (i) Hedging Obligations in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent or indemnification obligations not then due) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped, upon request of the Borrower, the Administrative Agent or and/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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent or indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankdue. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Agent or and/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 subordinate the Lien on any Collateral to any Lien permitted under Sections 10.2(c), (e) (solely as it relates to clauses (c), (f) and (t) of Section 7.01 to be senior 10.2), (f), (i)(ii), (j), (k), (l), (m), (o), (p), (t), (u), (v), (w), (y) and clauses (b), (d), (e), (f), (g) and, (i) and (o) of the definition of “Permitted Liens.” (d) Notwithstanding the foregoing or anything in the Credit Documents to the Liens in favor contrary, at the direction of the Collateral AgentRequired Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Borrower’s assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a bankruptcy proceeding, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not (and not required to be) a Loan Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (ev) to the extent the property constituting such Collateral is owned by any GuarantorGuarantor (other than the Borrower), upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (gvii) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors a Guarantor shall be released from the Guaranties its Guarantee upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted SubsidiaryGuarantor, or otherwise becoming an Excluded Subsidiary (but in the case as a result of a transaction permitted by this Agreement; provided, that if such Subsidiary has become an Excluded Subsidiary joined as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction clause (1) of the related conditions in the second to last proviso in the definition of “Collateral Excluded Subsidiary” then (i) the transaction must be for a bona fide business purpose and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor not primarily for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by Subsidiary from its Guarantee, (ii) the Borrower in good faithand its Affiliates shall not own (directly or indirectly) a majority of the Equity Interests of the Subsidiary after giving effect to the transaction and (iii) such Subsidiary shall not be (or required to be) a guarantor under any other Indebtedness of the Borrower or any other Subsidiary. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements acknowledgements, and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (a) Hedging Obligations in respect of any Secured Hedge Agreements, (b) Cash Management Obligations in respect of any Secured Cash Management Agreements, (c) contingent obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankdue. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien expressly permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent. (d) Notwithstanding anything to the contrary, effective on and as of the Amendment and Restatement Date, the parties hereto hereby agree that (i) Superior Industries Production Germany GmbH is released as a Guarantor from its obligations under the Guaranty and the other Loan Documents, (ii) the Liens granted to the Collateral Agent securing the Obligations hereunder, on (x) the property constituting such Collateral is owned by Superior Industries Production Germany GmbH and (y) the shares of Superior Industries Production Germany GmbH owned by Superior Industries Europe AG, in each case, are released and (iii) Superior Industries Production Germany GmbH shall no longer be a “Guarantor”, “Grantor”, “Loan Party” or a “Subsidiary” of the Borrower.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer disposition of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second succeeding sentencesentence and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Security Documents and (gvii) to the extent such Collateral otherwise becomes Excluded AssetsCapital Stock or Excluded Property (as defined in the Security Agreement). Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantees upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but Subsidiary, or, in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Previous Holdings, in accordance with the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso set forth in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithHoldings. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when the Termination Conditions are satisfiedall Obligations (other than (i) Hedging Obligations in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent or indemnification obligations not then due) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped, upon request of the Borrower, the Administrative Agent or and/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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent or indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankdue. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Agent or and/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 subordinate the Lien on any Collateral to any Lien permitted under Sections 10.2(c), (e) (solely as it relates to clauses (c), (f) and (t) of Section 7.01 to be senior 10.2), (f), (i)(ii), (j), (k), (l), (m), (o), (p), (t), (u), (v), (w), (y) and clauses (b), (d), (e), (f), (g), (i) and (o) of the definition of “Permitted Liens.” (d) Notwithstanding the foregoing or anything in the Credit Documents to the Liens in favor contrary, at the direction of the Collateral AgentRequired Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Borrower’s assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a bankruptcy proceeding, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may require, and rely conclusively on on, a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and Documents, (gvii) to the extent such Collateral otherwise becomes Excluded Assets, and (viii) to the extent the property constituting such Collateral is owned by any entity that would be an Excluded Subsidiary but for the Excluded Subsidiary Joinder Exception, in the sole discretion of the Borrower; provided that only the extent the Loan Parties have capacity to (A) make Investments in a non-Loan Party pursuant to Section 7.13 in the amount of the fair market value of such Collateral and (B) incur any Indebtedness or Liens existing at such time with regard to such non-Loan Party. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant subject to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faith. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements acknowledgements, and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. Notwithstanding anything herein to the contrary, no Guarantor shall be released from its Guarantee of the Obligations pursuant to clause (1) of the definition of Excluded Subsidiary other than to the extent such Guarantor becomes non-wholly-owned solely as a result of a bona fide joint venture arrangement with a third party that is not an Affiliate of Holdings or the Sponsor pursuant to an Investment permitted under Section 7.13. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, (ciii) contingent obligations not then due and (div) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent. (d) Notwithstanding anything to the contrary contained herein or in any other Loan Document, no Subsidiary Guarantor as of the Closing Date (or any Subsidiary Guarantor that is the successor-in-interest of all or substantially all of the assets of such Subsidiary Guarantor) shall be released from its Guaranty unless all of such Subsidiary Guarantor’s Equity Interests are sold or otherwise transferred in a sale or disposition permitted hereunder or the Termination Conditions are satisfied as set forth in clause (b) above.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer Disposition (including any disposition by means of a distribution or Restricted Payment) of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer Disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition Disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second succeeding sentencesentence and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Security Documents and (gvii) to the extent such Collateral otherwise becomes Excluded AssetsCapital Stock or Excluded Property. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations Obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any saledisposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantee upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but including in connection with any designation of an Unrestricted Subsidiary), or, in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Previous Holdings, in accordance with the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso set forth in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithHoldings. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when all Obligations (other than (i) Hedging Obligations in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent obligations or contingent indemnification obligations not then due and payable) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped on terms reasonably satisfactory to the Termination Conditions are satisfiedLetter of Credit Issuer, upon request of the Borrower, the Administrative Agent or and/or the 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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent obligations or contingent indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankpayable. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders (including in their capacities as a potential Hedge Bank and the Issuing Banks a potential Cash Management Bank) hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer Disposition (including any disposition by means of a distribution or Restricted Payment) of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer Disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition Disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second and third succeeding sentencesentences and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Security Documents and (gvii) to the extent such Collateral otherwise becomes Excluded AssetsCapital Stock or Excluded Property (other than pursuant to clause (c) of the definition thereof). Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations Obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any saledisposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantee upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, Subsidiary or otherwise becoming an Excluded Subsidiary (but including in the case connection with any designation of an Unrestricted Subsidiary), provided that if such Subsidiary becomes an Excluded Subsidiary joined as a Guarantor pursuant result of such Subsidiary ceasing to the Excluded be a Wholly Owned Subsidiary, such Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and shall not be released from its Guarantee Requirement”); provided that no Loan Party will dispose as a result of a minority interest transfer of Capital Stock in any Guarantor such Subsidiary if there is no bona fide business purpose for such transfer of such Capital Stock or the primary purpose of releasing such transfer of Capital Stock is intended to obtain a release of such Subsidiary from the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithGuarantee. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when all Obligations (other than (i) Hedging Obligations in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent obligations or contingent indemnification obligations not then due and payable) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped on terms reasonably satisfactory to the Termination Conditions are satisfiedLetter of Credit Issuer, upon request of the Borrower, the Administrative Agent or and/or the 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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent obligations or contingent indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankpayable. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon reasonable request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Collateral 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 give effect to (by means of an acknowledgment reasonably satisfactory to the Administrative Agent), or to subordinate the Lien on any Collateral to to, any Lien permitted under Sections 10.2(c), (e) (solely as it relates to clauses (c) and (f) of Section 7.01 to be senior 10.2), (f), (k)(i), (l), (m), (n), (o), (q), (r), (s), (v), (w), (x), (y), (aa), (ff) and clauses (d), (e), (f), (g), (i) and (n) of the definition of “Permitted Encumbrances.” In addition, notwithstanding anything to the Liens contrary contained herein or in favor any other Credit Document, upon reasonable request of the Borrower, the Administrative Agent and the Collateral AgentAgent shall (without notice to, or vote or consent of, any Secured Party) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent or Collateral Agent is otherwise contemplated herein as a party to such subordination or intercreditor agreements, in each case to the extent consistent with the provisions of Section 12.15. (d) Notwithstanding the foregoing or anything in the Credit Documents to the contrary, at the direction of the Required Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Credit Parties’ assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a proceeding under any Debtor Relief Law, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer Disposition of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second succeeding sentencesentence and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Security Documents and (gvii) to the extent such Collateral otherwise becomes Excluded AssetsCapital Stock or Excluded Property. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors any Table of Contents Subsidiary Guarantor shall be released from its obligations under the Guaranties Guarantee upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary Guarantor ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithSubsidiary. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when the Termination Conditions are satisfiedall Obligations (other than (i) Hedging Obligations in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent obligations or contingent indemnification obligations not then due) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped, upon request of the Borrower, the Administrative Agent or and/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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent obligations or contingent indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankdue. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Agent or and/or Collateral Agent, as applicable, may (but, for the avoidance of doubt, shall not be required to) (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 Sections 10.2(c), (e) (solely as it relates to be senior clauses (c), (f) and (q) of Xxxxxxx 00.0), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (w), (x) and clauses (b), (d), (e), (f), (g) and (i) of the definition of “Permitted Liens”. (d) Notwithstanding the foregoing or anything in the Credit Documents to the Liens in favor contrary, at the direction of the Collateral Agent.Required Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Borrower’s assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a bankruptcy proceeding, enter into a settlement agreement on behalf of all Lenders. Table of Contents

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer Disposition (including any disposition by means of a distribution or Restricted Payment) of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer Disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition Disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second and third succeeding sentencesentences and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent (or the First Lien Collateral Agent) to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Security Documents and (gvii) to the extent such Collateral otherwise becomes Excluded AssetsCapital Stock or Excluded Property (other than pursuant to clause (c) of the definition thereof). Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations Obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any saledisposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantee upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but including in connection with any designation of an Unrestricted Subsidiary), or, in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Previous Holdings, in accordance with the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso set forth in the definition of “Collateral Holdings. Subject to, and Guarantee Requirement”solely to the extent contemplated by, Section 1.11(h); provided that no Loan Party will dispose , upon the occurrence of a minority interest in any Guarantor for Holdings Termination Event, Holdings shall be released from its Guarantee and all of its property released as Collateral automatically, and Holdings shall be released from all obligations under this Agreement and the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithother Credit Documents, including with respect to all representations and warranties, covenants, and defaults. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when the Termination Conditions are satisfiedall Obligations (other than (i) Hedging Obligations in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent obligations or contingent indemnification obligations not then due and payable) have been paid in full, upon request of the Borrower, the Administrative Agent or and/or the 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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent obligations or contingent indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankpayable. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon reasonable request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Collateral 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 give effect to (by means of an acknowledgment reasonably satisfactory to the Administrative Agent), or to subordinate the Lien on any Collateral to to, any Lien permitted under Sections 10.2(c), (e) (solely as it relates to clauses (c) and (f) of Section 7.01 to be senior 10.2), (f), (k)(i), (l), (m), (n), (o), (q), (r), (s), (v), (w), (x), (y), (aa), (ff) and clauses (d), (e), (f), (g), (i) and (n) of the definition of “Permitted Encumbrances.” In addition, notwithstanding anything to the Liens contrary contained herein or in favor any other Credit Document, upon reasonable request of the Borrower, the Administrative Agent and the Collateral AgentAgent shall (without notice to, or vote or consent of, any Secured Party) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent or Collateral Agent is otherwise contemplated herein as a party to such subordination or intercreditor agreements, in each case to the extent consistent with the provisions of Section 12.15. (d) Notwithstanding the foregoing or anything in the Credit Documents to the contrary, at the direction of the Required Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Credit Parties’ assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a proceeding under any Debtor Relief Law, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer disposition of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second succeeding sentencesentence and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Security Documents and (gvii) to the extent such Collateral otherwise becomes Excluded AssetsCapital Stock or Excluded Property (as defined in the Security Agreement). Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantees upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to 221 LPL – Conformed A&R Credit Agreement constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but Subsidiary, or, in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Previous Holdings, in accordance with the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso set forth in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithHoldings. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when the Termination Conditions are satisfiedall Obligations (other than (i) Hedging Obligations in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent or indemnification obligations not then due) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped, upon request of the Borrower, the Administrative Agent or and/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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent or indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankdue. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Agent or and/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 subordinate the Lien on any Collateral to any Lien permitted under Sections 10.2(c), (e) (solely as it relates to clauses (c), (f) and (t) of Section 7.01 to be senior 10.2), (f), (i)(ii), (j), (k), (l), (m), (o), (p), (t), (u), (v), (w), (y) and clauses (b), (d), (e), (f), (g), (i) and (o) of the definition of “Permitted Liens.” (d) Notwithstanding the foregoing or anything in the Credit Documents to the Liens in favor contrary, at the direction of the Collateral AgentRequired Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Borrower’s assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a bankruptcy proceeding, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer disposition of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second succeeding sentencesentence and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Security Documents and (gvii) to the extent such Collateral otherwise becomes Excluded AssetsCapital Stock or Excluded Property (as defined in the Security Agreement). Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantees upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but Subsidiary, or, in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Previous Holdings, in accordance with the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso set forth in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithHoldings. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when the Termination Conditions are satisfiedall Obligations (other than (i) Hedging Obligations in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent or indemnification obligations not then due) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped, upon request of the Borrower, the Administrative Agent or and/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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent or indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankdue. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made.. 224 (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Agent or and/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 subordinate the Lien on any Collateral to any Lien permitted under Sections 10.2(c), (e) (solely as it relates to clauses (c), (f) and (t) of Section 7.01 to be senior 10.2), (f), (i)(ii), (j), (k), (l), (m), (o), (p), (t), (u), (v), (w), (y) and clauses (b), (d), (e), (f), (g), (i) and (o) of the definition of “Permitted Liens.” (d) Notwithstanding the foregoing or anything in the Credit Documents to the Liens in favor contrary, at the direction of the Collateral AgentRequired Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Borrower’s assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a bankruptcy proceeding, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (a) in full, as set forth in clause (2) below, (b) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (c) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (d) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (e) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (f) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (g) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faith. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (a) Hedging Obligations in respect of any Secured Hedge Agreements, (b) Cash Management Obligations in respect of any Secured Cash Management Agreements, (c) contingent obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer disposition of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second succeeding sentencesentence and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Security Documents and (gvii) to the extent such Collateral otherwise becomes Excluded AssetsCapital Stock or Excluded Property (as defined in the Security Agreement). Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantees upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but Subsidiary, or, in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Previous Holdings, in accordance with the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso set forth in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithHoldings. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representationNYDOCS02/996722.801/1378372.11 224 Execution VersionFINAL CONFORMED COPY AMENDMENT NO. 12 (i) any other Domestic Subsidiary acquired pursuant to a Permitted Acquisition and financed with secured Indebtedness incurred pursuant to Section 10.1(j) or 10.1(k) and permitted by the proviso to subclause (z) and (y) of each such Section, warranty or covenant contained respectively, and each Restricted Subsidiary acquired in any Loan Document such Permitted Acquisition that guarantees such Indebtedness to the extent that, and for so long as, the documentation relating to any such released Collateral or Guarantor shall no longer be deemed Indebtedness to be repeated.which such Restricted Subsidiary is a party prohibits such Restricted Subsidiary from guaranteeing the Obligations (so long as such prohibition is not incurred in contemplation of such acquisition), (2j) Notwithstanding anything any Subsidiary that is a captive insurance company, and (k) (j) any Subsidiary to the contrary contained herein or any other Loan Document, when extent that the Termination Conditions are satisfied, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (a) Hedging Obligations in respect of any Secured Hedge Agreements, (b) Cash Management Obligations in respect of any Secured Cash Management Agreements, (c) contingent obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect guarantee of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a would result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer forin material adverse tax consequences to Holdings, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all Subsidiary as though such payment had not been made. (3) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of reasonably determined by the Borrower in connection consultation with any Liens permitted by the Loan Documents, 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 and notified in writing to subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (a) Notwithstanding anything to the contrary contained herein or in fullany other Loan Document, as set forth in clause (2) below, (b) upon request of the sale or other transfer of such Collateral (including as part of or Borrower in connection with any other sale or other transfer Disposition of Property permitted hereunder by the Loan Documents (including by way of merger and including any Receivables Financing Transaction)) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (c) to the extent such Collateral is comprised of property leased assets transferred to a Loan Party by a Person Subsidiary that is not a Loan PartyParty in a transaction permitted by this Agreement) or any Loan Party becoming an Excluded Subsidiary (other than pursuant to clause (b) of the definition thereof) or ceasing to be a Subsidiary (as used in this Section 10.15, upon termination “ceasing to be a Subsidiary” with respect to any Loan Party or expiration BrandCo Entity shall mean that no Loan Party or Affiliate thereof shall have retained any direct or indirect equity interests in such Person), all Liens and Guarantees on such assets or all assets of such leaseExcluded Subsidiary or former Subsidiary shall automatically terminate and the Collateral Agent shall (without notice to, or vote or consent of, any Lender) execute and deliver all releases reasonably necessary or desirable (di) if to evidence the release of Liens created in any Collateral being Disposed of in such Lien is approvedDisposition (including any assets of any Loan Party that becomes an Excluded Subsidiary) or of such Excluded Subsidiary or former Subsidiary, authorized or ratified in writing by the Required Lenders as applicable, (or such other percentage ii) to provide notices of the Lenders whose consent may be required termination of the assignment of any Property for which an assignment had been made pursuant to any of the Loan Documents which is being Disposed of in accordance with Section 10.01)such Disposition or of such Excluded Subsidiary or former Subsidiary, as applicable, and (eiii) to release the Guarantee and any other obligations under any Loan Document of any Person being Disposed of in such Disposition or which becomes an Excluded Subsidiary or former Subsidiary, as applicable; provided, that (x) to the extent the property constituting such Collateral Property being so Disposed of has a Fair Market Value in excess of $25,000,000, the Borrower shall deliver a certificate of a Responsible Officer certifying that the Disposition is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (f) as required permitted by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Loan Documents and (gy) to no Liens on the extent such BrandCo Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect or impair may be released without the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) prior written consent of the Required Lenders, unless Disposed of to a party that is not an Affiliate of any Loan Parties Party in respect of) all interests retained a transaction permitted by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders Documents and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”Section 2.12(b); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faith. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral Property so Disposed of (other than Property Disposed of to the Borrower or Guarantor any of its Subsidiaries) or of a Loan Party which becomes an Excluded Subsidiary or former Subsidiary, as applicable, shall no longer be deemed to be repeatedrepeated once such Property is so Disposed of. In addition, upon the reasonable request of the Borrower in connection with (A) any Lien of the type permitted by Section 7.3(g) on Excluded Collateral to secure Indebtedness to be incurred pursuant to Section 7.2(c) (or pursuant to Section 7.2(d) or 7.2(j) if such Indebtedness is of the type that is contemplated by Section 7.2(c)) if the holder of such Lien so requires, (B) [reserved], (C) any Lien of the type permitted by Sections 7.3(r) to the extent the obligations giving rise to such permitted Lien prohibit (or require the release of) the security interest of the Collateral Agent thereon, or (D) the ownership of joint ventures or other entities qualifying under clause (ii) of the definition of Excluded Equity Securities, the Collateral Agent shall execute and deliver all releases necessary or desirable to evidence that no Liens exist on such Excluded Collateral under the Loan Documents. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfiedall Obligations (other than any contingent or indemnification obligations not then due) have been paid in full and all Commitments have terminated or expired, upon the request of the Borrower, all Liens and Guarantee Obligations under any Loan Documents shall automatically terminate and the Administrative Collateral Agent or Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Secured PartyLender) take such actions as shall be required to release its security interest in all Collateral, and to release all obligations Guarantee Obligations under any Loan Document, whether or not on the date of such release there may be any (a) Hedging Obligations in respect of any Secured Hedge Agreements, (b) Cash Management Obligations in respect of any Secured Cash Management Agreements, (c) contingent or indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankdue. Any such release of Guarantee Obligations shall be deemed subject to the provision that such Guarantee Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its propertyProperty, or otherwise, all as though such payment had not been made. (3) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted not prohibited hereunder (including any Receivables Financing Transaction)) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (gvii) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties upon consummation of any transaction or the occurrence of any event permitted not prohibited hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithSubsidiary. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements acknowledgements, and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, (ciii) contingent obligations not then due and (div) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties (and Holdings, any Parent GP, any GP Entity, as applicable) on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer disposition of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second succeeding sentencesentence and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Security Documents and (gvii) to the extent such Collateral otherwise becomes Excluded AssetsCapital Stock or Excluded Property (as defined in the Security Agreement). Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Credit Parties (or Holdings, any Parent GP, any GP Entity, as applicable) in respect of) all interests retained by the Loan PartiesCredit Parties (and Holdings, any Parent GP, any GP Entity, as applicable), including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantees upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faith. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (a) Hedging Obligations in respect of any Secured Hedge Agreements, (b) Cash Management Obligations in respect of any Secured Cash Management Agreements, (c) contingent obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.becoming

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer Disposition (including any disposition by means of a distribution or Restricted Payment) of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer Disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition Disposition is made in compliance with the terms of this Agreement (and the Collateral Administrative Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0114.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second succeeding sentenceprovisions of this Agreement), (fvi) as required by the Collateral Administrative Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Administrative Agent pursuant to the Collateral Security Documents and (gvii) to the extent such Collateral otherwise becomes Excluded AssetsAssets (other than pursuant to clause (c) of the definition thereof). Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations Obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any saledisposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantees upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but including in the case connection with any designation of an Excluded Subsidiary joined as Unrestricted Subsidiary), (it being understood that no Guarantor shall be released from its Guarantee in connection with a de minimis transfer of Capital Stock in such Guarantor pursuant if there is no bona fide business purpose for such transfer of Capital Stock and/or such transfer of Capital Stock is intended solely to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction obtain a release of the related conditions Guarantee, in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents each case as determined in good faith by the Borrower in good faithBorrower). The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when all Obligations (other than (i) Hedging Obligations for which arrangements acceptable to the Termination Conditions are satisfiedapplicable Hedge Banks or Cash Management Banks have been made in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent obligations or contingent indemnification obligations not then due and payable) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped on terms reasonably satisfactory to the applicable Issuing Lender, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent obligations or contingent indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankpayable. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded rescinded, avoided or must otherwise be restored or returned upon or in connection with the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of or in connection with the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon reasonable request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 give effect to (by means of an acknowledgment reasonably satisfactory to the Administrative Agent), or to subordinate the Lien on any Collateral to to, any Lien permitted under Sections 10.2(c), (e) (solely as it relates to clauses (c) and (f) of Section 7.01 to be senior 10.2), (f), (l), (m), (n), (o), (q), (r), (s), (v), (w), (x), (y), (aa), (ff) and clauses (d), (e), (f), (g), (i) and (n) of the definition of “Permitted Liens.” In addition, notwithstanding anything to the Liens contrary contained herein or in favor any other Credit Document, upon reasonable request of the Collateral AgentBorrower, the Administrative Agent shall (without notice to, or vote or consent of, any Secured Party) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent is otherwise contemplated herein as a party to such subordination or intercreditor agreements, in each case to the extent consistent with the provisions of Section 13.15. (d) Notwithstanding the foregoing or anything in the Loan Documents to the contrary, at the direction of the Required Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and/or appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Loan Parties’ assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a case or proceeding under any Debtor Relief Law, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1i) The Lenders Lenders, and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (a) in full, as set forth in clause (2c) below, ; (bii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), ; (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, ; (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), ; (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentenceclause (b) below), ; (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and Documents; and (gvii) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faith. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (a) Hedging Obligations in respect of any Secured Hedge Agreements, (b) Cash Management Obligations in respect of any Secured Cash Management Agreements, (c) contingent obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent Secured Parties by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer disposition of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with permitted hereunder (and the terms of this Agreement (Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second succeeding sentencesentence and Section 4.13 of the Guarantee), (fvi) as required by the Administrative Agent or the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Administrative Agent or Collateral Agent pursuant to the Collateral Documents and (gvii) to the extent such Collateral otherwise becomes an Excluded AssetsEquity Interest or an Excluded Asset; provided that, for the avoidance of doubt, in no event shall any Guarantor cease to constitute a Guarantor solely as a result of such Guarantor ceasing to constitute a Wholly-Owned Subsidiary after the Closing Date (unless either (I) pursuant to a disposition permitted hereunder for a bona fide business purpose on terms that are not less favorable to the Borrower than arms-length terms (each, as determined in good faith by the Borrower) in connection with which such Person ceases to constitute a “Subsidiary” or (II) such Person otherwise constitutes an Excluded Subsidiary (other than solely on account of constituting a non-Wholly Owned Subsidiary). Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantees upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary (but in the case of ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary joined as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”)is not prohibited by this Agreement; provided that no Loan Party will dispose to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantees hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of a minority interest in any Guarantor for the primary purpose date of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithrelease. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeatedrepeated solely with respect to such Collateral or Guarantor. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Obligations (other than (i) Hedging Obligations in respect of any Secured Hedge Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) contingent indemnification obligations and other contingent obligations) have been paid in full, all Commitments have terminated or expired and all Letters of Credit have expired with no pending drawings or terminated (unless cash collateralized or backstopped on terms reasonably satisfactory to the Termination Conditions are satisfiedAdministrative Agent and the applicable Issuing Bank), upon request of the Borrower, the Administrative Agent or and/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 its security interest in Lien on all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) contingent indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankother contingent obligations. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding the foregoing or anything in the Loan Documents to the contrary contained herein or in any other Loan Documentcontrary, upon request at the direction of the Borrower in connection with any Liens permitted by the Loan DocumentsRequired Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or Collateral Agentany lesser amount thereof) for the Borrower’s assets in a bankruptcy, as applicableforeclosure or other similar proceeding, shall (without notice toforbear from exercising remedies upon an Event of Default, or vote or consent ofin a bankruptcy proceeding, any Secured Party) take such actions as shall be required to subordinate the Lien enter into a settlement agreement on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor behalf of the Collateral Agentall Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, exchange, issuance, transfer or other transfer Disposition (other than an operating lease or a license) (including by the termination of Financing Lease Obligations or the repossession of the leased property in a Financing Lease Obligation by the lessor or by means of a distribution or Restricted Payment) of such Collateral (including as part of or in connection with any other sale sale, exchange, issuance, transfer or other transfer Disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, exchange, issuance, transfer or other disposition Disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release or discharge of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second and third succeeding sentencesentences and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, exchange, transfer or other disposition Disposition of Collateral in connection with any enforcement action or exercise of remedies of taken by the Collateral Agent pursuant to in accordance with the Collateral Documents terms of the Equal Priority Intercreditor Agreement and the Security Documents, (gvii) to the extent such Collateral is or otherwise becomes Excluded AssetsCapital Stock or Excluded Property (other than pursuant to clause (c) of the definition thereof), and (viii) with respect to Collateral that is Capital Stock, upon (i) the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by the Credit Documents or (ii) upon the designation by the Borrower of such issuer of Capital Stock as an Unrestricted Subsidiary under this Agreement. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations Obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any saledisposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantee upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but including in the case connection with any designation of an Excluded Subsidiary joined Unrestricted Subsidiary) (provided that a Guarantor shall not be released from the Guarantee solely as a result of becoming a non-wholly owned Restricted Subsidiary in connection with a de minimis transfer of Capital Stock in such Guarantor pursuant if there is no bona fide business purpose for such transfer of Capital Stock and such transfer of Capital Stock is intended solely to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction obtain a release of the related conditions Guarantee, in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents each case as determined in good faith by the Borrower in good faithBorrower). The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated.. -248- #95203802v2296160609v3 #96160609v5 (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when all Obligations (other than (i) Hedging Obligations not then due and payable in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations not then due and payable in respect of any Secured Cash Management Agreements and (iii) any contingent obligations or contingent indemnification obligations not then due and payable) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped on terms reasonably satisfactory to the Termination Conditions are satisfiedLetter of Credit Issuer, upon request of the Borrower, the Administrative Agent or and/or the 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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent obligations or contingent indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankpayable. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon reasonable request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Collateral 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 subordinate give effect to (by means of an acknowledgment (but not consent) reasonably satisfactory to the Administrative Agent), or to subordinate, the Lien on any Collateral to any Lien permitted under Sections 10.2(c), (e) (solely as it relates to clauses (c) and (f) of Section 7.01 to be senior 10.2), (f), (k)(i), (l), (m), (n), (o), (q), (r), (s), (v), (w), (x), (y), (aa), (ff), (ii), (ww) and clauses (d), (e), (f), (g), (i) and (n) of the definition of “Permitted Encumbrances”. In addition, notwithstanding anything to the Liens contrary contained herein or in favor any other Credit Document, upon reasonable request of the Borrower, the Administrative Agent and the Collateral AgentAgent shall (without notice to, or vote or consent of, any Secured Party) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent or Collateral Agent is otherwise contemplated herein as a party to such subordination or intercreditor agreements, in each case to the extent consistent with the provisions of Section 12.15. (d) Notwithstanding the foregoing or anything in the Credit Documents to the contrary, at the direction of the Required Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Credit Parties’ assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a proceeding under any Debtor Relief Law, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1) i. The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer disposition of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second succeeding sentencesentence and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Security Documents and (gvii) to the extent such Collateral otherwise becomes Excluded AssetsCapital Stock or Excluded Property (as defined in the Security Agreement). Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantees upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but Subsidiary, or, in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Previous Holdings, in accordance with the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso set forth in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithHoldings. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any 195 LPL – Conformed A&R Credit Agreement representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2) ii. Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when the Termination Conditions are satisfiedall Obligations (other than (i) Hedging Obligations in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent or indemnification obligations not then due) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped, upon request of the Borrower, the Administrative Agent or and/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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent or indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankdue. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3) iii. Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Agent or and/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 subordinate the Lien on any Collateral to any Lien permitted under Sections 10.2(c), (e) (solely as it relates to clauses (c), (f) and (t) of Section 7.01 to be senior 10.2), (f), (i)(ii), (j), (k), (l), (m), (o), (p), (t), (u), (v), (w), (y) and clauses (b), (d), (e), (f), (g), (i) and (o) of the definition of “Permitted Liens.” iv. Notwithstanding the foregoing or anything in the Credit Documents to the Liens in favor contrary, at the direction of the Collateral AgentRequired Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Borrower’s assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a bankruptcy proceeding, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer Disposition (including any disposition by means of a distribution or Restricted Payment) of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer Disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition Disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0113.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second and third succeeding sentencesentences and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Security Documents and (gvii) to the extent such Collateral otherwise becomes Excluded AssetsCapital Stock or Excluded Property (other than pursuant to clause (c) of the definition thereof). Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations Obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any saledisposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantee upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but including in connection with any designation of an Unrestricted Subsidiary), or, in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Previous Holdings, in accordance with the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso set forth in the definition of “Holdings. Polaris Intermediate shall be released from its Guarantee and all of its property released as Collateral and Guarantee Requirement”); provided that no Loan Party will dispose automatically upon the effectiveness of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithInternal Restructuring. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when all Obligations (other than (i) Hedging Obligations in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent obligations or contingent indemnification obligations not then due and payable) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped on terms reasonably satisfactory to the Termination Conditions are satisfiedLetter of Credit Issuer, upon request of the Borrower, the Administrative Agent or and/or the 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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent obligations or contingent indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankpayable. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon reasonable request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Collateral 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 subordinate the Lien on any Collateral to any Lien permitted under Sections 10.2(c), ( e) (solely as it relates to clauses (c) and (f) of Section 7.01 to be senior 10.2), (f), (k), (l), (m), (n), (o), ( q), (r), (s), (v), (w), (x), (y), (aa), (ff) and clauses (d), (e), (f), (g), (i) and (n) of the definition of “Permitted Encumbrances.” In addition, notwithstanding anything to the Liens contrary contained herein or in favor any other Credit Document, upon reasonable request of the Borrower, the Administrative Agent and the Collateral AgentAgent shall (without notice to, or vote or consent of, any Secured Party) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent or Collateral Agent is otherwise contemplated herein as a party to such subordination or intercreditor agreements, in each case to the extent consistent with the provisions of Section 12.15. (d) Notwithstanding the foregoing or anything in the Credit Documents to the contrary, at the direction of the Required Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Credit Parties’ assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a proceeding under any Debtor Relief Law, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale sale, transfer or other transfer Disposition (including any disposition by means of a distribution or Restricted Payment) of such Collateral (including as part of or in connection with any other sale sale, transfer or other transfer Disposition permitted hereunder (including any Receivables Financing Transaction)hereunder) to any Person other than another Loan Credit Party, to the extent such sale, transfer or other disposition Disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Credit Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Credit Party by a Person that is not a Loan Credit Party, upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01‎13.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Guarantee (in accordance with the second and third succeeding sentencesentences and Section 25 of the Guarantee), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Security Documents and (gvii) to the extent such Collateral otherwise becomes Excluded AssetsCapital Stock or Excluded Property (other than pursuant to clause (c) of the definition thereof). Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations Obligations (other than those being released) of the Loan Credit Parties in respect of) all interests retained by the Loan Credit Parties, including the proceeds of any saledisposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Credit Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties Guarantee upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but including in connection with any designation of an Unrestricted Subsidiary), or, in the case of an Excluded Subsidiary joined as a Guarantor pursuant to Previous Holdings, in accordance with the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso set forth in the definition of “Holdings. Polaris Intermediate shall be released from its Guarantee and all of its property released as Collateral and Guarantee Requirement”); provided that no Loan Party will dispose automatically upon the effectiveness of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithInternal Restructuring. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing BankLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when all Obligations (other than (i) Hedging Obligations in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent obligations or contingent indemnification obligations not then due and payable) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped on terms reasonably satisfactory to the Termination Conditions are satisfiedLetter of Credit Issuer, upon request of the Borrower, the Administrative Agent or and/or the 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 its security interest in all Collateral, and to release all obligations under any Loan Credit Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Hedging Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, Agreements and (ciii) any contingent obligations or contingent indemnification obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bankpayable. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon reasonable request of the Borrower in connection with any Liens permitted by the Loan Credit Documents, the Administrative Collateral 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 subordinate the Lien on any Collateral to any Lien permitted under Sections ‎10.2(c), ‎(e) (solely as it relates to clauses (c) and (f) of Section 7.01 to be senior ‎10.2), ‎(f), ‎(k), ‎(l), ‎(m), ‎(n), ‎(o), ‎(q), ‎(r), ‎(s), ‎(v), ‎(w), (x), (y), ‎(aa), (ff) and clauses (d), (e), (f), (g), (i) and (n) of the definition of “Permitted Encumbrances.” In addition, notwithstanding anything to the Liens contrary contained herein or in favor any other Credit Document, upon reasonable request of the Borrower, the Administrative Agent and the Collateral AgentAgent shall (without notice to, or vote or consent of, any Secured Party) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent or Collateral Agent is otherwise contemplated herein as a party to such subordination or intercreditor agreements, in each case to the extent consistent with the provisions of Section 12.15. (d) Notwithstanding the foregoing or anything in the Credit Documents to the contrary, at the direction of the Required Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Credit Parties’ assets in a bankruptcy, foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of Default, or in a proceeding under any Debtor Relief Law, enter into a settlement agreement on behalf of all Lenders.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or US-DOCS\122695800.10 expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (ev) to the extent the property constituting such Collateral is owned by any GuarantorGuarantor (other than the Borrower), upon the release of such Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (fvi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (gvii) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that the Guarantors shall be released from the Guaranties upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (but in the case of an Excluded Subsidiary joined as a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Loan Party will dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined by the Borrower in good faithSubsidiary. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, consents, acknowledgements acknowledgements, and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request of the Borrower, 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 its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (ai) Hedging Obligations in respect of any Secured Hedge Agreements, (bii) Cash Management Obligations in respect of any Secured Cash Management Agreements, (ciii) contingent obligations not then due and (div) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted by the Loan Documents, 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 subordinate the Lien on any Collateral to any Lien expressly permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (1a) The Lenders and each Agent (and each other Secured Party by accepting the Issuing Banks benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent Secured Parties by the Loan Parties on any Collateral shall be automatically released (ai) in full, as set forth in clause (2b) below, (bii) upon the sale or other transfer Disposition of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition Disposition is made in compliance with permitted hereunder (and the terms of this Agreement (Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ciii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon the execution and delivery of any Capital Lease otherwise permitted hereunder (as to the Property subject to such Capital Lease, only to the extent required by the lessor thereunder) or otherwise upon termination or expiration of such lease, (div) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.0110.1), (ev) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations Guarantee Obligations under the Guaranty (in accordance with the second succeeding sentence)Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunder, (f) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (gvi) to the extent such Collateral otherwise becomes ceases to be Collateral (including by virtue of becoming or constituting an Excluded AssetsAsset). Any such release shall not in any manner discharge, affect affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the Issuing Banks benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guaranties guarantees upon consummation of any transaction or the occurrence of any event permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement (but and any consents required pursuant to Section 10.1(a)(iv), if applicable, shall have been obtained (it being understood and agreed that such release shall not give rise to any additional consent requirements other than those explicitly set forth in Section 10.1)), or, in the case of an Excluded Subsidiary joined as a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11; provided, that with respect to any release of a Guarantor pursuant to the Excluded Subsidiary Joinder Exception, subject to the Guarantor Release Election and the satisfaction clause (a) of the related conditions in the second to last proviso in the definition of “Collateral and Guarantee Requirement”); provided that no Excluded Subsidiary to the extent any Loan Party will dispose of retains a minority direct or indirect interest in such Subsidiary after such release transaction, (A) immediately before and after such release, (x) no Event of Default shall have occurred and be continuing and (y) the Borrower shall be in compliance with the Financial Condition Covenant on a Pro Forma Basis regardless of whether the Financial Covenant Condition is then in effect, (B) the release of any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor under the Loan Documents as determined Excluded Subsidiary shall constitute an Investment by the applicable Group Members therein at the date of release in an amount equal to the Fair Market Value of the Group Members’ Investment therein, and (C) the Borrower in good faithshall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of the preceding clauses (A) and (B). The Lenders (and each other Secured Party by accepting the Issuing Banks benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, consents, acknowledgements and agreements necessary or desirable to evidence or and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraphclause (a), all without the further consent consent, joinder or joinder acknowledgement of any Lender and without any recourse to or Issuing Bankwarranty by the Administrative Agent or Collateral Agent. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeatedrepeated solely with respect to such Collateral or Guarantor. (2b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when upon the Facility Termination Conditions are satisfiedDate, upon request of the Borrower, the Administrative Agent or and/or Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Secured Party) take such actions actions, at the expense of the Borrower, as shall be required reasonably requested to evidence termination or release of its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (a) Hedging Obligations in respect of any Secured Hedge Agreements, (b) Cash Management Obligations in respect of any Secured Cash Management Agreements, (c) contingent obligations not then due and (d) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (3c) Notwithstanding anything to The Lenders (and each other Secured Party by accepting the contrary contained herein or in any other Loan Documentbenefits of the Collateral) hereby agree that the Agents are authorized to, upon at the request of the Borrower in connection with any Liens permitted by the Loan DocumentsBorrower, the Administrative Agent or Collateral Agententer into subordination, as applicable, shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required intercreditor and/or similar agreements to subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral AgentAgent in the Collateral to Permitted Liens with respect to Indebtedness to the extent such Indebtedness is expressly permitted hereunder to have senior Liens on the Collateral.