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

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties hereby agree that the Liens granted to the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (i) with respect to any Property constituting Collateral, upon the Disposition (other than any lease) of such Property to a Person that is not a Loan Party permitted by the Loan Documents, including in respect of accounts receivables and related assets constituting Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Loan Documents in accordance with the next sentence; in each case, except to the extent such Property secures or such Subsidiary guaranties any obligations in respect of Senior Notes .. Additionally, the Secured Parties hereby agree that a Subsidiary Guarantor shall be automatically released from its Guarantee Obligations under the Loan Documents upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except to the extent such Subsidiary guaranties any obligations in respect of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such release. The Collateral Agent is hereby authorized by each Secured Party and shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Specified Hedge Agreement or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan Documents. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower or any of its Restricted Subsidiaries) shall no longer be deemed to be repeated once such Property is so Disposed of.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties hereby agree that the Liens granted Notwithstanding anything to the Collateral Agent contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Disposition of Property permitted by the Loan Parties on Documents (including by way of merger and including any Collateral shall be automatically released (i) with respect to any Property constituting Collateral, upon the Disposition (other than any lease) of such Property assets transferred to a Person Subsidiary that is not a Loan Party in a transaction permitted by the this Agreement) or any Loan Documents, including in respect of accounts receivables and related assets constituting Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Loan Documents in accordance with the next sentence; in each case, except to the extent such Property secures or such Subsidiary guaranties any obligations in respect of Senior Notes .. Additionally, the Secured Parties hereby agree that a Subsidiary Guarantor shall be automatically released from its Guarantee Obligations under the Loan Documents upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise Party becoming an Excluded Subsidiary or ceasing to be a Subsidiary; except to the extent , all Liens and Guarantees on such Subsidiary guaranties any obligations in respect assets or all assets of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of or former Subsidiary shall automatically terminate and the date of such release. The Collateral Agent is hereby authorized by each Secured Party and shall (without notice to, or vote or consent of, any Lender, or any affiliate Affiliate of any Lender that is a party to any Specified Hedge Agreement or documentation in respect of Specified Cash Management Obligations or contingent or indemnification obligations not then dueSpecified Additional Obligations) take such actions as may be reasonably requested by the Borrower execute and execute any documents or instruments deliver all releases reasonably necessary or desirable (i) to evidence the release of Liens created in any Collateral being Disposed of in such Disposition (including any assets of any Loan Party that becomes an Excluded Subsidiary) or of such Excluded Subsidiary or former Subsidiary, as applicable, (ii) to provide notices of the 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 such Disposition or of such Excluded Subsidiary or former Subsidiary, as applicable, and (iii) to release the Guarantee and any Collateral other obligations under any Loan Document of any Person being Disposed of in such Disposition or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with any such requestwhich becomes an Excluded Subsidiary or former Subsidiary, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if as applicable, will be applied in accordance with this Agreement and the other Loan Documents. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower or any of its Restricted Subsidiaries) or of a Loan Party which becomes an Excluded Subsidiary or former Subsidiary, as applicable, shall no longer be deemed to be repeated 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 205 pursuant to Section 7.2(d), 7.2(j), or 7.2(v) if such Indebtedness is of the type that is contemplated by Section 7.2(c)) if the holder of such Lien so requires, (B) any Lien securing Indebtedness pursuant to Section 7.2(t)(x) if the holder of such Lien so requires and pursuant to Section 7.2(t)(y) if the holder of such Lien so requires and if the holder of the applicable Indebtedness being refinanced also so requires, and in each case to the extent constituting Excluded Collateral, (C) any Lien of the type permitted by Sections 7.3(o), 7.3(r)(i), 7.3(t) or 7.3(bb), in each case, 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 and so long as such cash subject to such Lien is not included in the definition of Qualified Cash after giving effect thereto, or 7.3(kk) to the extent constituting Excluded Collateral, or (D) the ownership of joint ventures or other entities qualifying under clause (iv) 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.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Lenders and each Agent (and each other Secured Parties Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Collateral Agent Secured Parties by the Loan Parties on any Collateral shall be automatically released (i) with respect to any Property constituting Collateralin full, as set forth in clause (b) below, (ii) upon the Disposition (of such Collateral to any Person other than another Loan Party, to the extent such Disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any leaseLoan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of such Property property leased to a Loan Party by a Person that is not a Loan Party 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 Loan Documents, including in respect of accounts receivables and related assets constituting Collateral lessor thereunder) or otherwise upon the sale termination or expiration of such assets lease, (iv) if the release of such Lien is approved, authorized or ratified in connection writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with a Receivables Facility permitted hereunder and Section 10.1), (iiv) in respect of Property to the extent the property constituting such Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Documents Party hereunder, and (vi) to the extent such Collateral ceases to be Collateral (including by virtue of becoming or constituting an Excluded Asset). Any such release shall not in any manner discharge, 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 next sentence; in each case, except to provisions of the extent such Property secures or such Subsidiary guaranties any obligations in respect of Senior Notes .. Loan Documents. Additionally, the Lenders (and each other Secured Parties Party by accepting the benefits of the Collateral) hereby irrevocably agree that a Subsidiary Guarantor the Guarantors shall be automatically released from its Guarantee Obligations under the Loan Documents guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except , in each case, solely to the extent such Subsidiary guaranties ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement (and any obligations 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 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 Senior Notes; provided that a Guarantor pursuant to clause (a) of the definition of Excluded Subsidiary to the extent any Restricted Loan Party retains a direct or indirect interest in such Subsidiary becomes an 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 such Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of by the applicable Group Members therein at the date of such releaserelease in an amount equal to the Fair Market Value of the Group Members’ Investment therein, and (C) the Borrower shall 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 Collateral Agent is hereby authorized by Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and shall (without notice tothe Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or vote or consent of, any Lender, or any affiliate desirable to evidence and confirm the release of any Lender that is a party to any Specified Hedge Agreement Guarantor or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with clause (a), all without the further consent, joinder or acknowledgement of any such request, the Borrower shall deliver Lender and without any recourse to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to warranty by the Administrative Agent or Collateral Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan Documents. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower Collateral or any of its Restricted Subsidiaries) Guarantor shall no longer be deemed to be repeated once solely with respect to such Property is so Disposed ofCollateral or Guarantor.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale or other transfer of such Collateral (including as part of or in connection with respect any other sale or other transfer permitted hereunder) to any Property constituting Collateral, upon the Disposition (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 264 Collateral Agent may rely conclusively on a certificate to that effect provided to it by any leaseLoan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of such Property property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease to the extent such Loan Party permitted retains no right, title or interest therein, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Loan Documents Guaranty (in accordance with the next second succeeding sentence; ), (vi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in each caseconnection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (vii) 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 such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Loan Documents. Additionally, the Secured Parties Lenders hereby irrevocably agree that a Subsidiary Guarantor shall be automatically released from its Guarantee Obligations under the Loan Documents Guaranty upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except to the extent such Subsidiary guaranties any obligations in respect of Senior Notes; (provided that to the extent any a wholly-owned Restricted Subsidiary that becomes an Excluded a non-wholly-owned Subsidiary and is shall be released from its Guarantee Obligations hereunder, any under the Guaranty pursuant to Section 10.01 if it is no longer wholly-owned as a result of a transaction for a bona fide business purpose and on an arm’s length basis (and is not entered into for purposes of releasing such release shall constitute an Investment in such Excluded Subsidiary as of the date of such releaseguarantee)). The Lenders hereby authorize the Administrative Agent and the Collateral Agent is hereby authorized by each Secured Party Agent, as applicable, to execute and shall (without notice todeliver any instruments, documents, and agreements necessary or vote or consent of, any Lender, or any affiliate desirable to evidence and confirm the release of any Lender that is a party to any Specified Hedge Agreement Guarantor or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with , all without the further consent or joinder of any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan DocumentsLender. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower released Collateral or any of its Restricted Subsidiaries) Guarantor shall no longer be deemed to be repeated once such Property is so Disposed ofrepeated.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent Secured Parties by the Loan Parties on any Collateral shall be automatically released (i) with respect in full, as set forth in clause (b) below, (ii) upon the disposition of such Collateral to any Property constituting Collateral, upon the Disposition (Person other than another Loan Party, to the extent such disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any leaseLoan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of such Property property leased to a Loan Party by a Person that is not a Loan Party permitted Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Loan Documents Guarantee (in accordance with the next sentence; second succeeding sentence and Section 4.13 of the Guarantee), (vi) as required by the Administrative Agent or the Collateral Agent to effect any sale, transfer or other disposition of Collateral in each caseconnection with any exercise of remedies of the Administrative Agent or Collateral Agent pursuant to the Collateral Documents and (vii) to the extent such Collateral otherwise becomes an Excluded Equity Interest or an Excluded Asset. 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 such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Loan Documents. Additionally, the Secured Parties Lenders hereby irrevocably agree that a Subsidiary Guarantor the Guarantors shall be automatically released from its Guarantee Obligations under the Loan Documents Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except , in each case, solely to the extent such Subsidiary guaranties any obligations ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in respect the case of Senior Notesa Previous Holdings, in accordance with the conditions set forth in the definition of “Holdings” and Section 7.04; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations Guarantees hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such release. The Lenders hereby authorize the Administrative Agent and the Collateral Agent is hereby authorized by each Secured Party Agent, as applicable, to execute and shall (without notice todeliver any instruments, documents, and agreements necessary or vote or consent of, any Lender, or any affiliate desirable to evidence and confirm the release of any Lender that is a party to any Specified Hedge Agreement Guarantor or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with , all without the further consent or joinder of any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan DocumentsLender. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower Collateral or any of its Restricted Subsidiaries) Guarantor shall no longer be deemed to be repeated once solely with respect to such Property is so Disposed ofCollateral or Guarantor.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale, transfer or other disposition of such Collateral (including as part of or in connection with respect any other sale, transfer or other disposition permitted hereunder) to any Property constituting Collateral, upon the Disposition (Person other than another 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 leaseCredit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of such Property property leased to a Credit Party by a Person that is not a Loan Party permitted Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 13.1), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Loan Documents Guarantee (in accordance with the next sentence; second succeeding sentence and Section 25 of the Guarantee), (vi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in each caseconnection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents and (vii) to the extent such Collateral otherwise becomes Excluded Capital Stock or Excluded Property (as defined in the Security Agreement). 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 Credit 212 Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Credit Documents. Additionally, the Secured Parties Lenders hereby irrevocably agree that a Subsidiary Guarantor the Guarantors shall be automatically released from its Guarantee Obligations under the Loan Documents Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except to , or, in the extent such Subsidiary guaranties any obligations case of a Previous Holdings, in respect accordance with the conditions set forth in the definition of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such releaseHoldings. The Lenders hereby authorize the Administrative Agent and the Collateral Agent is hereby authorized by each Secured Party Agent, as applicable, to execute and shall (without notice todeliver any instruments, documents, and agreements necessary or vote or consent of, any Lender, or any affiliate desirable to evidence and confirm the release of any Lender that is a party to any Specified Hedge Agreement Guarantor or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with , all without the further consent or joinder of any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan DocumentsLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower Collateral or any of its Restricted Subsidiaries) Guarantor shall no longer be deemed to be repeated once such Property is so Disposed ofrepeated.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale, transfer or other Disposition of such Collateral (including as part of or in connection with respect any other sale, transfer or other disposition permitted hereunder) to any Property constituting Collateral, upon the Disposition (Person other than another 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 leaseCredit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of such Property property leased to a Credit Party by a Person that is not a Loan Party permitted Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 13.1), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Loan Documents Guarantee (in accordance with the next sentence; second succeeding sentence and Section 25 of the Guarantee), (vi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in each caseconnection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents and (vii) to the extent such Collateral otherwise becomes Excluded Capital Stock or Excluded Property. 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 Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Credit Documents. Additionally, the Secured Parties Lenders hereby irrevocably agree that a any 210 Table of Contents Subsidiary Guarantor shall be automatically released from its Guarantee Obligations obligations under the Loan Documents Guarantee upon consummation of any transaction permitted hereunder resulting in such Subsidiary Guarantor ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except to the extent such Subsidiary guaranties any obligations in respect of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such release. The Lenders hereby authorize the Administrative Agent and the Collateral Agent is hereby authorized by each Secured Party Agent, as applicable, to execute and shall (without notice todeliver any instruments, documents, and agreements necessary or vote or consent of, any Lender, or any affiliate desirable to evidence and confirm the release of any Lender that is a party to any Specified Hedge Agreement Guarantor or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with , all without the further consent or joinder of any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan DocumentsLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower Collateral or any of its Restricted Subsidiaries) Guarantor shall no longer be deemed to be repeated once such Property is so Disposed ofrepeated.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties Lenders 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 (i) in full, as set forth in clause (b) below, (ii) upon the sale or other transfer of such Collateral (including as part of or in connection with respect any other sale or other transfer permitted hereunder (including any Receivables Financing Transaction)) to any Property constituting Collateral, upon the Disposition (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 leaseLoan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of such Property property leased to a Loan Party by a Person that is not a Loan Party permitted Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Loan Documents Guaranty (in accordance with the next second succeeding sentence; ), (vi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in each caseconnection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (vii) 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 such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Loan Documents. Additionally, the Secured Parties Lenders hereby irrevocably agree that a Subsidiary Guarantor the Guarantors shall be automatically released from its Guarantee Obligations under the Loan Documents Guaranties upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except to the extent such Subsidiary guaranties any obligations in respect of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such release. The Lenders hereby authorize the Administrative Agent and the Collateral Agent is hereby authorized by each Secured Party Agent, as applicable, to execute and shall (without notice todeliver any instruments, documents, consents, acknowledgements, and agreements necessary or vote desirable to evidence or consent of, any Lender, or any affiliate confirm the release of any Lender that is a party to any Specified Hedge Agreement Guarantor or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with , all without the further consent or joinder of any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan DocumentsLender. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower released Collateral or any of its Restricted Subsidiaries) Guarantor shall no longer be deemed to be repeated once such Property is so Disposed ofrepeated.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties hereby agree that the Liens granted Notwithstanding anything to the Collateral Agent by the contrary contained herein or in any other Loan Parties on any Collateral shall be automatically released Document, (i) upon request of the Borrower (A) in connection with respect to any Disposition of Property constituting Collateral, upon the Disposition (other than any lease) of such Property to a Person that is not a Loan Party permitted by the Loan Documents, including (B) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 10.1), (C) with respect of accounts receivables and related assets constituting Collateral to Property owned by a Subsidiary Guarantor upon the sale release of such assets in connection with a Receivables Facility permitted hereunder Subsidiary Guarantor from its obligations under the Guarantee and Collateral Agreement pursuant to clause (ii) below or (D) as otherwise may be expressly provided in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under relevant Security Documents or the Loan Documents in accordance with the next sentence; in each case, except to the extent such Property secures or such Subsidiary guaranties any obligations in respect of Senior Notes .. AdditionallyABL Intercreditor Agreement, the Secured Parties hereby agree that a Subsidiary Guarantor shall be automatically released from its Guarantee Obligations under the Loan Documents upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except to the extent such Subsidiary guaranties any obligations in respect of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such release. The Collateral Administrative Agent is hereby authorized by each Secured Party and shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Specified Hedge Agreement or Cash Management Obligations contingent or indemnification obligations not then due) take such actions as shall be required to release its security interest in any Collateral and (ii) upon the request of the Borrower in connection with (A) a transaction or designation permitted hereunder that causes any Subsidiary Guarantor to become an Excluded Subsidiary, or (B) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 10.1), the Administrative Agent shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Specified Hedge Agreement or contingent or indemnification obligations not then due) take such actions as may shall be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary required to release any Collateral or any such Subsidiary Guarantor pursuant to from its obligations under the foregoing provisions of this paragraph. In connection with any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan Documentsto which it is a party. Any representation, warranty or covenant contained in any Loan Document relating to any such Property or Person so Disposed of released (other than Property Disposed of to the Borrower or any of its Restricted Subsidiaries) shall no longer be deemed to be repeated once such Property is so Disposed of.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties hereby agree that Upon the Liens granted to reasonable request of the Collateral Borrower, the Administrative Agent by shall, take such actions as shall be reasonably required, at the Loan Parties on any Collateral shall be automatically released Parties’ sole expense, to release (i) with respect to its security interest in any Property constituting Collateral, Collateral upon termination of the Disposition Aggregate Revolving Commitments and payment in full of all Obligations (other than any lease(x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of such Property Credit as to a Person which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that is not a Loan Party permitted by have been Cash Collateralized in the Loan Documentsamount of the Minimum Collateral Amount), including in respect of accounts receivables and related assets constituting Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and or (ii) (a) its security interest in respect any Collateral transferred, sold or disposed of Property constituting Collateral that is owned to 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 (b) any GuarantorGuaranty hereunder or under any Loan Document of any Person if the ownership interests in such Guarantor are transferred, upon sold or disposed to persons other than Loan Parties or Subsidiaries of Loan Parties in a transaction permitted under this Agreement, in each case to the release extent necessary to permit consummation of such Guarantor from its Guarantee Obligations under the Loan Documents transfer, sale or disposition in accordance with the next sentence; in each case, except to the extent such Property secures or such Subsidiary guaranties any obligations in respect of Senior Notes .. Additionally, the Secured Parties hereby agree that a Subsidiary Guarantor shall be automatically released from its Guarantee Obligations under the Loan Documents upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except to the extent such Subsidiary guaranties any obligations in respect of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such release. The Collateral Agent is hereby authorized by each Secured Party and shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Specified Hedge Agreement or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan Documents. Any representation, warranty or covenant contained in any Loan Document relating to any such Property property so Disposed Disposed, transferred, sold or disposed of (other than Property property Disposed of to the Borrower or any of its Restricted SubsidiariesLoan Party) shall no longer be deemed to be repeated once such Property property is so Disposed Disposed, transferred, sold or disposed of.. (b) In connection with any termination or release pursuant to paragraph (a) of this Section 11.19, the Administrative Agent will not be required to take any action unless the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying that the transaction giving rise to such termination or 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. 11.20

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties Lenders and the L/C Issuer hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale or other transfer of such Collateral (including as part of or in connection with respect any other sale or other transfer permitted hereunder) to any Property constituting Collateral, upon the Disposition (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 leaseLoan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of such Property property leased to a Loan Party by a Person that is not a Loan Party permitted Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Loan Documents Guaranty (in accordance with the next sentence; penultimate sentence of this clause), (vi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in each caseconnection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (vii) 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 such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Loan Documents. Additionally, the Secured Parties Lenders and the L/C Issuer hereby irrevocably agree that a Subsidiary Guarantor the Guarantors shall be automatically released from its Guarantee Obligations under the Loan Documents Guaranties (i) upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except , or (ii) in the case of a Previous Holdings, in accordance with the conditions set forth in the definition of “Holdings Entity”, or (iii) in the case of DTZ Investors Limited, upon becoming a regulated entity that is subject to the extent such Subsidiary guaranties any obligations in respect of Senior Notes; provided net worth or net capital or similar capital and surplus restrictions or that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such releaseprohibited or restricted by applicable Law or accounting policies. The Lenders and the L/C Issuer hereby authorize the Administrative Agent and the Collateral Agent is hereby authorized by each Secured Party Agent, as applicable, to execute and shall (without notice todeliver any instruments, documents, and agreements necessary or vote or consent of, any Lender, or any affiliate desirable to evidence and confirm the release of any Lender that is a party to any Specified Hedge Agreement Guarantor or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with , all without the further consent or joinder of any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (Lender or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan DocumentsL/C Issuer. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower released Collateral or any of its Restricted Subsidiaries) Guarantor shall no longer be deemed to be repeated once such Property is so Disposed ofrepeated.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties hereby agree that the Liens granted Notwithstanding anything to the Collateral Agent contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Disposition of Property permitted by the Loan Parties on Documents (including by way of merger and including any Collateral shall be automatically released (i) with respect to any Property constituting Collateral, upon the Disposition (other than any lease) of such Property assets transferred to a Person Subsidiary that is not a Loan Party in a transaction permitted by the this Agreement) or any Loan Documents, including in respect of accounts receivables and related assets constituting Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Loan Documents in accordance with the next sentence; in each case, except to the extent such Property secures or such Subsidiary guaranties any obligations in respect of Senior Notes .. Additionally, the Secured Parties hereby agree that a Subsidiary Guarantor shall be automatically released from its Guarantee Obligations under the Loan Documents upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise Party becoming an Excluded Subsidiary or ceasing to be a Subsidiary; except to the extent , all Liens and Guarantees on such Subsidiary guaranties any obligations in respect assets or all assets of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as (other than pursuant to clause (b) of the date of such release. The definition thereof) or former Subsidiary shall automatically terminate and the Collateral Agent is hereby authorized by each Secured Party and shall (without notice to, or vote or consent of, any Lender, or any affiliate Affiliate of any Lender that is a party to any Specified Hedge Agreement or documentation in respect of Specified Cash Management Obligations or contingent or indemnification obligations not then dueSpecified Additional Obligations) take such actions as may be reasonably requested by the Borrower execute and execute any documents or instruments deliver all releases reasonably necessary or desirable (i) to evidence the release of Liens created in any Collateral being Disposed of in such Disposition (including any assets of any Loan Party that becomes an Excluded Subsidiary) or of such Excluded Subsidiary or former Subsidiary, as applicable, (ii) to provide notices of the 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 such Disposition or of such Excluded Subsidiary or former Subsidiary, as applicable, and (iii) to release the Guarantee and any Collateral other obligations under any Loan Document of any Person being Disposed of in such Disposition or any Guarantor pursuant which becomes an Excluded Subsidiary or former Subsidiary, as applicable; provided, that to the foregoing provisions extent the Property being so Disposed has a Fair Market Value in excess of this paragraph. In connection with any such request$25,000,000, the Borrower shall deliver to a certificate of a Responsible Officer certifying that the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to Disposition is permitted by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan Documents. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower or any of its Restricted Subsidiaries) or of a Loan Party which becomes an Excluded Subsidiary or former Subsidiary, as applicable, shall no longer be deemed to be repeated 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), 7.2(j), or 7.2(v) if such Indebtedness is of the type that is contemplated by Section 7.2(c)) if the holder of such Lien so requires, (B) any Lien securing Indebtedness pursuant to Section 7.2(t)(x) if the holder of such Lien so requires and pursuant to Section 7.2(t)(y) if the holder of such Lien so requires and if the holder of the applicable Indebtedness being refinanced also so requires, and in each case to the extent constituting Excluded Collateral, (C) any Lien of the type permitted by Sections 7.3(o), 7.3(r)(i), 7.3(t) or 7.3(bb), in each case, 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 and so long as such 226 #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 cash subject to such Lien is not included in the definition of Qualified Cash after giving effect thereto, or 7.3(kk) to the extent constituting Excluded Collateral, or (D) the ownership of joint ventures or other entities qualifying under clause (iv) 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.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent Secured Parties by the Loan Parties on any Collateral shall be automatically released (i) with respect in full, as set forth in clause (b) below, (ii) upon the disposition of such Collateral to any Property constituting Collateral, upon the Disposition (Person other than another Loan Party, to the extent such disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any leaseLoan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of such Property property leased to a Loan Party by a Person that is not a Loan Party permitted Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Loan Documents Guarantee (in accordance with the next sentence; second succeeding sentence and Section 4.13 of the Guarantee), (vi) as required by the Administrative Agent or the Collateral Agent to effect any sale, transfer or other disposition of Collateral in each caseconnection with any exercise of remedies of the Administrative Agent or Collateral Agent pursuant to the Collateral Documents and (vii) to the extent such Collateral otherwise becomes an Excluded Equity Interest or an Excluded Asset. Any such re-lease 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 such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Loan Documents. Additionally, the Secured Parties Lenders hereby irrevocably agree that a Subsidiary Guarantor the Guarantors shall be automatically released from its Guarantee Obligations under the Loan Documents Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except , in each case, solely to the extent such Subsidiary guaranties any obligations ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in respect the case of Senior Notesa Previous Holdings, in accordance with the conditions set forth in the definition of “Holdings” and Section 7.04; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations Guarantees hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such release. The Lenders hereby authorize the Administrative Agent and the Collateral Agent is hereby authorized by each Secured Party Agent, as applicable, to execute and shall (without notice todeliver any instruments, documents, and agreements necessary or vote or consent of, any Lender, or any affiliate desirable to evidence and confirm the release of any Lender that is a party to any Specified Hedge Agreement Guarantor or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with , all without the further consent or joinder of any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan DocumentsLender. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower Collateral or any of its Restricted Subsidiaries) Guarantor shall no longer be deemed to be repeated once solely with respect to such Property is so Disposed ofCollateral or Guarantor.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (i) with respect to any Property constituting Collateralin full, as set forth in clause (b) below, (ii) upon the sale, exchange, issuance, transfer or other Disposition (other than any leasean 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 Property Collateral (including as part of or in connection with any other sale, exchange, issuance, transfer or other Disposition permitted hereunder) to any Person other than another Credit Party, to the extent such sale, exchange, issuance, 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 Credit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Credit Party by a Person that is not a Loan Party permitted Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 13.1), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release or discharge of such Guarantor from its Guarantee Obligations obligations under the Loan Documents Guarantee (in accordance with the next sentence; second and third succeeding sentences and Section 25 of the Guarantee), (vi) as required by the Collateral Agent to effect any sale, exchange, transfer or other Disposition of Collateral in each caseconnection with any enforcement action or exercise of remedies taken by the Collateral Agent in accordance with the terms of the Equal Priority Intercreditor Agreement and the Security Documents, (vii) to the extent such Collateral is or otherwise becomes Excluded Capital 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, or impair the Obligations or any Liens (other than those being released) upon (or Obligations (other than those being released) of the Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any disposition, all of which shall continue to constitute part of the Collateral except to the extent such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Credit Documents. Additionally, the Secured Parties Lenders hereby irrevocably agree that a Subsidiary Guarantor the Guarantors shall be automatically released from its the Guarantee Obligations under the Loan Documents upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (including in connection with any designation of an Unrestricted Subsidiary; except to the extent such Subsidiary guaranties any obligations in respect of Senior Notes; ) (provided that to a Guarantor shall not be released from the extent any Guarantee solely as a result of becoming a non-wholly owned Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in connection with a de minimis transfer of Capital Stock in such Excluded Subsidiary as Guarantor if there is no bona fide business purpose for such transfer of Capital Stock and such transfer of Capital Stock is intended solely to obtain a release of the date of such releaseGuarantee, in each case as determined in good faith by the Borrower). The Lenders hereby authorize the Administrative Agent and the Collateral Agent is hereby authorized by each Secured Party Agent, as applicable, to execute and shall (without notice todeliver any instruments, documents, and agreements necessary or vote or consent of, any Lender, or any affiliate desirable to evidence and confirm the release of any Lender that is a party to any Specified Hedge Agreement Guarantor or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with , all without the further consent or joinder of any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan DocumentsLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower Collateral or any of its Restricted Subsidiaries) Guarantor shall no longer be deemed to be repeated once such Property is so Disposed of.repeated. -248- #95203802v2296160609v3 #96160609v5

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties hereby agree that the Liens granted Notwithstanding anything to the Collateral Agent contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Disposition of Property permitted by the Loan Parties on Documents (including by way of merger and including any Collateral shall be automatically released (i) with respect to any Property constituting Collateral, upon the Disposition (other than any lease) of such Property assets transferred to a Person Subsidiary that is not a Loan Party in a transaction permitted by the this Agreement) or any Loan Documents, including in respect of accounts receivables and related assets constituting Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Loan Documents in accordance with the next sentence; in each case, except to the extent such Property secures or such Subsidiary guaranties any obligations in respect of Senior Notes .. Additionally, the Secured Parties hereby agree that a Subsidiary Guarantor shall be automatically released from its Guarantee Obligations under the Loan Documents upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise Party becoming an Excluded Subsidiary or ceasing to be a Subsidiary; except to the extent , all Liens and Guarantees on such Subsidiary guaranties any obligations in respect assets or all assets of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of or former Subsidiary shall automatically terminate and the date of such release. The Collateral Agent is hereby authorized by each Secured Party and shall (without notice to, or vote or consent of, any Lender, or any affiliate Affiliate of any Lender that is a party to any Specified Hedge Agreement or documentation in respect of Specified Cash Management Obligations or contingent or indemnification obligations not then dueSpecified Additional Obligations) take such actions as may be reasonably requested by the Borrower execute and execute any documents or instruments deliver all releases reasonably necessary or desirable (i) to evidence the release of Liens created in any Collateral being Disposed of in such Disposition (including any assets of any Loan Party that becomes an Excluded Subsidiary) or of such Excluded Subsidiary or former Subsidiary, as applicable, (ii) to provide notices of the 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 such Disposition or of such Excluded Subsidiary or former Subsidiary, as applicable, and (iii) to release the Guarantee and any Collateral other obligations under any Loan Document of any Person being Disposed of in such Disposition or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with any such requestwhich becomes an Excluded Subsidiary or former Subsidiary, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if as applicable, will be applied in accordance with this Agreement and the other Loan Documents. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower or any of its Restricted Subsidiaries) or of a Loan Party which becomes an Excluded Subsidiary or former Subsidiary, as applicable, shall no longer be deemed to be repeated 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), 7.2(j), or 7.2(v) if such Indebtedness is of the type that is contemplated by Section 7.2(c)) if the holder of such Lien so requires, (B) any Lien securing Indebtedness pursuant to Section 7.2(t)(x) if the holder of such Lien so requires and pursuant to Section 7.2(t)(y) if the holder of such Lien so requires and if the holder of the applicable 246 |US-DOCS\115543490.9|| Indebtedness being refinanced also so requires, and in each case to the extent constituting Excluded Collateral, (C) any Lien of the type permitted by Sections 7.3(o), 7.3(r)(i), 7.3(t) or 7.3(bb), in each case, 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 and so long as such cash subject to such Lien is not included in the definition of Qualified Cash after giving effect thereto, or 7.3(kk) to the extent constituting Excluded Collateral, or (D) the ownership of joint ventures or other entities qualifying under clause (iv) 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.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale or other transfer of such Collateral (including as part of or in connection with respect any other sale or other transfer permitted hereunder) to any Property constituting Collateral, upon the Disposition (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 leaseLoan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of such Property property leased to a Loan Party by a Person that is not a Loan Party permitted Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Loan Documents Guaranty (in accordance with the next second succeeding sentence; ), (vi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in each caseconnection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (vii) 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 such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Loan Documents. Additionally, the Secured Parties Lenders and the Issuing Banks hereby irrevocably agree that a Subsidiary Guarantor the Guarantors shall be automatically released from its Guarantee Obligations under the Loan Documents Guaranties upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except to Subsidiary (other than, during the extent Covenant Modification Period, solely as a result of such Subsidiary guaranties any obligations in respect of Senior Notes; provided that ceasing to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such releasebe a wholly owned Subsidiary). The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent is hereby authorized by each Secured Party Agent, as applicable, to execute and shall (without notice todeliver any instruments, documents, and agreements necessary or vote or consent of, any Lender, or any affiliate desirable to evidence and confirm the release of any Lender that is a party to any Specified Hedge Agreement Guarantor or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with , all without the further consent or joinder of any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (Lender or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan DocumentsIssuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower released Collateral or any of its Restricted Subsidiaries) Guarantor shall no longer be deemed to be repeated once such Property is so Disposed ofrepeated.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties hereby agree that the Liens granted Notwithstanding anything to the Collateral Agent contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Disposition of Property permitted by the Loan Parties on Documents (including by way of merger and including any Collateral shall be automatically released (i) with respect to any Property constituting Collateral, upon the Disposition (other than any lease) of such Property assets transferred to a Person Subsidiary that is not a Loan Party in a transaction permitted by the this Agreement) or any Loan Documents, including in respect of accounts receivables and related assets constituting Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Loan Documents in accordance with the next sentence; in each case, except to the extent such Property secures or such Subsidiary guaranties any obligations in respect of Senior Notes .. Additionally, the Secured Parties hereby agree that a Subsidiary Guarantor shall be automatically released from its Guarantee Obligations under the Loan Documents upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise Party becoming an Excluded 149 Subsidiary or ceasing to be a Subsidiary (as used in this Section 10.15, “ceasing to be a Subsidiary; except ” with respect to the extent any Loan Party or BrandCo Entity shall mean that no Loan Party or Affiliate thereof shall have retained any direct or indirect voting equity interests in such Subsidiary guaranties any obligations in respect Person), all Liens and Guarantees on such assets or all assets of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of or former Subsidiary shall automatically terminate and the date of such release. The Collateral Agent is hereby authorized by each Secured Party and shall (without notice to, or vote or consent of, any Lender, ) execute and deliver all releases reasonably necessary or desirable (i) to evidence the release of Liens created in any affiliate Collateral being Disposed of in such Disposition (including any assets of any Lender Loan Party that is a party becomes an Excluded Subsidiary) or of such Excluded Subsidiary or former Subsidiary, as applicable, (ii) to provide notices of the termination of the assignment of any Property for which an assignment had been made pursuant to any Specified Hedge Agreement of the Loan Documents which is being Disposed of in such Disposition or Cash Management Obligations of such Excluded Subsidiary or contingent or indemnification obligations not then dueformer Subsidiary, as applicable, and (iii) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release the Guarantee and any Collateral other obligations under any Loan Document of any Person being Disposed of in such Disposition or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with any such requestwhich becomes an Excluded Subsidiary or former Subsidiary, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if as applicable, will be applied in accordance with this Agreement and the other Loan Documents. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower or any of its Restricted Subsidiaries) or of a Loan Party which becomes an Excluded Subsidiary or former Subsidiary, as applicable, shall no longer be deemed to be repeated 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), 7.2(j), or 7.2(v) if such Indebtedness is of the type that is contemplated by Section 7.2(c)) if the holder of such Lien so requires, (B) any Lien securing Indebtedness pursuant to Section 7.2(t)(x) if the holder of such Lien so requires and pursuant to Section 7.2(t)(y) if the holder of such Lien so requires and if the holder of the applicable Indebtedness being refinanced also so requires, and in each case to the extent constituting Excluded Collateral, (C) any Lien of the type permitted by Sections 7.3(o), 7.3(r)(i), 7.3(t) or 7.3(bb), in each case, 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 and so long as such cash subject to such Lien is not included in the definition of Qualified Cash after giving effect thereto, or 7.3(kk) to the extent constituting Excluded Collateral, or (D) the ownership of joint ventures or other entities qualifying under clause (iv) 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.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale or other transfer of such Collateral (including as part of or in connection with respect any other sale or other transfer permitted hereunder) to any Property constituting Collateral, upon the Disposition (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 leaseLoan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of such Property property leased to a Loan Party by a Person that is not a Loan Party permitted Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Loan Documents Guaranty (in accordance with the next second succeeding sentence; ), (vi) 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, (vii) to the extent such Collateral otherwise becomes Excluded Assets 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, 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 such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Loan Documents. Additionally, the Secured Parties Lenders hereby irrevocably agree that a Subsidiary Guarantor the Guarantors shall be automatically released from its Guarantee Obligations under the Loan Documents Guaranties upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except to the extent such Subsidiary guaranties any obligations in respect of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such release. The Lenders hereby authorize the Administrative Agent and the Collateral Agent is hereby authorized by each Secured Party Agent, as applicable, to execute and shall (without notice todeliver any instruments, documents, and agreements necessary or vote or consent of, any Lender, or any affiliate desirable to evidence and confirm the release of any Lender that is a party to any Specified Hedge Agreement Guarantor or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection , all without the further consent or joinder of any Lender; provided that, upon request by the Administrative Agent or Collateral 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 any such requestthis sentence), the Borrower shall be required to deliver a certificate to the Administrative Agent, at least five Business Days prior to Agent and Collateral Agent confirming that such sale or transfer of Collateral is permitted under the date Loan Documents (in the case of the proposed release clause (ii) of this Section 10.24(a)) or such shorter period agreed to by 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), a written request for release identifying the relevant Agent and Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that Agent shall be permitted to rely upon such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan Documentscertificate without incurring any liability therefor. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower released Collateral or any of its Restricted Subsidiaries) Guarantor shall no longer be deemed to be repeated once such Property is so Disposed ofrepeated.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (i) with respect to any Property constituting Collateralin full, as set forth in clause (b) below, (ii) upon the sale, exchange, issuance, transfer or other Disposition (other than any leasean 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 Property Collateral (including as part of or in connection with any other sale, exchange, issuance, transfer or other Disposition permitted hereunder) to any Person other than another Credit Party, to the extent such sale, exchange, issuance, 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 Credit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Credit Party by a Person that is not a Loan Party permitted Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 13.1), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release or discharge of such Guarantor from its Guarantee Obligations obligations under the Loan Documents Guarantee (in accordance with the next sentence; second and third succeeding sentences and Section 25 of the Guarantee), (vi) as required by the Collateral Agent to effect any sale, exchange, transfer or other Disposition of Collateral in each caseconnection with any enforcement action or exercise of remedies taken by the Collateral Agent in accordance with the terms of the Equal Priority Intercreditor Agreement and the Security Documents, (vii) to the extent such Collateral is or otherwise becomes Excluded Capital 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, or impair the Obligations or any Liens (other than those being released) upon (or Obligations (other than those being released) of the Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any disposition, all of which shall continue to constitute part of the Collateral except to the extent such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Credit Documents. Additionally, the Secured Parties Lenders hereby irrevocably agree that a Subsidiary Guarantor the Guarantors shall be automatically released from its the Guarantee Obligations under the Loan Documents upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (including in connection with any designation of an Unrestricted Subsidiary; except to the extent such Subsidiary guaranties any obligations in respect of Senior Notes; ) (provided that to a Guarantor shall not be released from the extent any Guarantee solely as a result of becoming a non-wholly owned Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in connection with a de minimis transfer of Capital Stock in such Excluded Subsidiary as Guarantor if there is no bona fide business purpose for such transfer of Capital Stock and such transfer of Capital Stock is intended solely to obtain a release of the date of such releaseGuarantee, in each case as determined in good faith by the Borrower). The Lenders hereby authorize the Administrative Agent and the Collateral Agent is hereby authorized by each Secured Party Agent, as applicable, to execute and shall (without notice todeliver any instruments, documents, and agreements necessary or vote or consent of, any Lender, or any affiliate desirable to evidence and confirm the release of any Lender that is a party to any Specified Hedge Agreement Guarantor or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with , all without the further consent or joinder of any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan DocumentsLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower Collateral or any of its Restricted Subsidiaries) Guarantor shall no longer be deemed to be repeated once such Property is so Disposed ofrepeated.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties hereby agree that the Liens granted Notwithstanding anything to the Collateral Agent contrary contained herein or in any other Loan Document, in connection with any Disposition permitted by the Loan Parties on Documents or permitted by the Required Lenders, (i) the security interest in any Collateral being Disposed of in such Disposition shall be automatically released to the extent that such Disposition does not (iA) with respect pertain to Capital Stock of the Borrower or any Property constituting Collateral, upon Subsidiary Guarantor or other Collateral in the Disposition possession of the Collateral Agent or (other than B) involve the filing of amendments to or termination of any lease) financing statement or mortgage in favor of such Property to a Person that is not a Loan Party permitted by the Loan Documents, including in respect Collateral Agent on behalf of accounts receivables and related assets constituting Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder Secured Parties and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release request of such Guarantor from its Guarantee Obligations under the Loan Documents in accordance with the next sentence; in each case, except to the extent such Property secures or such Subsidiary guaranties any obligations in respect of Senior Notes .. AdditionallyBorrower, the Secured Parties hereby agree that a Subsidiary Guarantor shall be automatically released from its Guarantee Obligations under the Loan Documents upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except to the extent such Subsidiary guaranties any obligations in respect of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such release. The Collateral Agent is hereby authorized by each Secured Party and shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender Hedge Counterparty that is a party to any Specified Hedge Agreement or any Cash Management Obligations Counterparty that is a party to any Cash Management Document or contingent or indemnification obligations not then asserted or due) take such actions as may shall be reasonably requested by the Borrower required to release its security interest in any Collateral being Disposed of in such Disposition, and execute any documents or instruments reasonably necessary to release any Collateral or Guarantee Obligations under any Guarantor pursuant to the foregoing provisions Loan Document of this paragraph. In connection with any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date Person being Disposed of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied to the extent necessary to permit consummation of such Disposition in accordance with this Agreement the Loan Documents (including, without limitation, returning any Capital Stock that is so Disposed of and that is in possession of the other Loan DocumentsCollateral Agent and delivering, or authorizing the filing of, amendments or terminations of any financing statements or mortgages in favor of the Collateral Agent covering the Collateral so Disposed of). Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower or any of its Restricted respective Subsidiaries) shall no longer be deemed to be repeated once such Property is so Disposed of.. Notwithstanding anything to the contrary contained herein or in any other Loan Document, in connection with any Indebtedness or Lien permitted to be incurred by the Loan Documents or permitted by the Required Lenders, the Collateral Agent shall (without notice to, or vote or consent of, any Lender, any Hedge Counterparty that is a party to any Specified Hedge Agreement or any Cash Management Counterparty that is a party to any Cash Management Document) deliver or authorize the filing of an amendment to any financing statement in favor of the Collateral Agent covering the Collateral to the extent necessary to permit the incurrence of such Indebtedness or Lien and to the extent deemed reasonably necessary by each of the Collateral Agent and the Borrower; provided that such amendment shall not materially detract from the value of the Collateral. 124

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale or other transfer of such Collateral (including as part of or in connection with respect any other sale or other transfer permitted hereunder) to any Property constituting Collateral, upon the Disposition (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 leaseLoan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of such Property property leased to a Loan Party by a Person that is not a Loan Party permitted Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Loan Documents Guaranty (in accordance with the next second succeeding sentence; ), (vi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in each caseconnection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (vii) 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 such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Loan Documents. Additionally, the Secured Parties Lenders and the Issuing Banks hereby irrevocably agree that a Subsidiary Guarantor the Guarantors shall be automatically released from its Guarantee Obligations under the Loan Documents Guaranties upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except to the extent such Subsidiary guaranties any obligations in respect of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such release. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent is hereby authorized by each Secured Party Agent, as applicable, to execute and shall (without notice todeliver any instruments, documents, and agreements necessary or vote or consent of, any Lender, or any affiliate desirable to evidence and confirm the release of any Lender that is a party to any Specified Hedge Agreement Guarantor or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with , all without the further consent or joinder of any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (Lender or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan DocumentsIssuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower released Collateral or any of its Restricted Subsidiaries) Guarantor shall no longer be deemed to be repeated once such Property is so Disposed ofrepeated.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent Secured Parties by the Loan Parties on any Collateral shall be automatically released (i) with respect in full, as set forth in clause (b) below, (ii) upon the disposition of such Collateral to any Property constituting Collateral, upon the Disposition (Person other than another Loan Party, to the extent such disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any leaseLoan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of such Property property leased to a Loan Party by a Person that is not a Loan Party permitted Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Loan Documents Guarantee (in accordance with the next sentence; second succeeding sentence and Section 4.13 of the Guarantee), (vi) as required by the Administrative Agent or the Collateral Agent to effect any sale, transfer or other disposition of Collateral in each caseconnection with any exercise of remedies of the Administrative Agent or Collateral Agent pursuant to the Collateral Documents and (vii) to the extent such Collateral otherwise becomes an Excluded Equity Interest or an Excluded Asset. 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 such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Loan Documents. Additionally, the Secured Parties Lenders hereby irrevocably agree that a Subsidiary Guarantor the Guarantors shall be automatically released from its Guarantee Obligations under the Loan Documents Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except , in each case, solely to the extent such Subsidiary guaranties any obligations in respect of Senior Notes; provided that ceasing to the extent any constitute a Restricted Subsidiary becomes or otherwise becoming an Excluded Subsidiary and is released from its Guarantee Obligations hereundernot prohibited by this Agreement, any such release shall constitute an Investment or, in such Excluded Subsidiary as the case of the date of such release. The Collateral Agent is hereby authorized by each Secured Party and shall (without notice toa Previous Holdings, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Specified Hedge Agreement or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan Documents. Any representation, warranty or covenant contained conditions set forth in any Loan Document relating to any such Property so Disposed the definition of (other than Property Disposed of to the Borrower or any of its Restricted Subsidiaries) shall no longer be deemed to be repeated once such Property is so Disposed of.“Holdings” and

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties hereby agree that the Liens granted Notwithstanding anything to the Collateral Agent contrary contained herein or in any other Loan Document, in connection with any Disposition permitted by the Loan Parties on Documents or permitted by the Required Lenders, (i) the security interest in any Collateral being Disposed of in such Disposition shall be automatically released to the extent that such Disposition does not (iA) with respect pertain to Capital Stock of the Borrower or any Property constituting Collateral, upon Subsidiary Guarantor or other Collateral in the Disposition possession of the Collateral Agent or (other than B) involve the filing of amendments to or termination of any lease) financing statement or mortgage in favor of such Property to a Person that is not a Loan Party permitted by the Loan Documents, including in respect Collateral Agent on behalf of accounts receivables and related assets constituting Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder Secured Parties and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release request of such Guarantor from its Guarantee Obligations under the Loan Documents in accordance with the next sentence; in each case, except to the extent such Property secures or such Subsidiary guaranties any obligations in respect of Senior Notes .. AdditionallyBorrower, the Secured Parties hereby agree that a Subsidiary Guarantor shall be automatically released from its Guarantee Obligations under the Loan Documents upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except to the extent such Subsidiary guaranties any obligations in respect of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such release. The Collateral Agent is hereby authorized by each Secured Party and shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender Hedge Counterparty that is a party to any Specified Hedge Agreement or any Cash Management Obligations Counterparty that is a party to any Cash Management Document or contingent or indemnification obligations not then asserted or due) take such actions as may shall be reasonably requested required to release its security interest in any Collateral being Disposed of in such Disposition, and, in the event that all the Capital Stock of a Guarantor is being Disposed of in such Disposition or if such Guarantor is being designated by the Borrower and execute any documents or instruments reasonably necessary as an Unrestricted Subsidiary pursuant to Section 6.14, to release any Collateral or Guarantee Obligations under any Guarantor pursuant to the foregoing provisions Loan Document of this paragraph. In connection with any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date Person being Disposed of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied to the extent necessary to permit consummation of such Disposition in accordance with this Agreement the Loan Documents (including, without limitation, returning any Capital Stock that is so Disposed of and that is in possession of the other Loan DocumentsCollateral Agent and delivering, or authorizing the filing of, amendments or terminations of any financing statements or mortgages in favor of the Collateral Agent covering the Collateral so Disposed of). Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower or any of its Restricted respective Subsidiaries) shall no longer be deemed to be repeated once such Property is so Disposed of. Notwithstanding anything to the contrary contained herein or in any other Loan Document, in connection with any Indebtedness or Lien permitted to be incurred by the Loan Documents or permitted by the Required Lenders, the Collateral Agent shall (without notice to, or vote or consent of, any Lender, any Hedge Counterparty that is a party to any Specified Hedge Agreement or any Cash Management Counterparty that is a party to any Cash Management Document) deliver or authorize the filing of an amendment to any financing statement in favor of the Collateral Agent covering the Collateral to the extent necessary to permit the incurrence of such Indebtedness or Lien and to the extent deemed reasonably necessary by each of the Collateral Agent and the Borrower; provided that such amendment shall not materially detract from the value of the Collateral.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale or other transfer of such Collateral (including as part of or in connection with respect any other sale or other transfer permitted hereunder) to any Property constituting Collateral, upon the Disposition (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 leaseLoan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of such Property property leased to a Loan Party by a Person that is not a Loan Party permitted Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from its Guarantee Obligations obligations under the Loan Documents Guaranty (in accordance with the next second succeeding sentence; ), (vi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in each caseconnection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (vii) 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 such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Loan Documents. Additionally, the Secured Parties Lenders and the Issuing Banks hereby irrevocably agree that a any Subsidiary Guarantor shall be automatically released from its Guarantee Obligations under the Loan Documents Guaranties upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except to the extent such Subsidiary guaranties any obligations in respect of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such release. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent is hereby authorized by each Secured Party Agent, as applicable, to execute and shall (without notice todeliver any instruments, documents, and agreements necessary or vote or consent of, any Lender, or any affiliate desirable to evidence and confirm the release of any Lender that is a party to any Specified Hedge Agreement Guarantor or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with , all without the further consent or joinder of any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (Lender or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan DocumentsIssuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower released Collateral or any of its Restricted Subsidiaries) Guarantor shall no longer be deemed to be repeated once such Property is so Disposed ofrepeated.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) i. The Secured Parties hereby agree that the Liens granted to the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (i) with respect to any Property constituting Collateral, upon the Disposition (other than any lease) of such Property to a Person that is not a Loan Party permitted by the Loan Documents, including in respect of accounts receivables and related assets constituting Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Loan Documents in accordance with the next sentence; in each case, except to the extent such Property secures or such Subsidiary guaranties any obligations in respect of Senior Notes .. . Additionally, the Secured Parties hereby agree that a Subsidiary Guarantor shall be automatically released from its Guarantee Obligations under the Loan Documents upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except to the extent such Subsidiary guaranties any obligations in respect of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such release. The Collateral Agent is hereby authorized by each Secured Party and shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Specified Hedge Agreement or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan Documents. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower or any of its Restricted Subsidiaries) shall no longer be deemed to be repeated once such Property is so Disposed of.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale, transfer or other Disposition of such Collateral (including as part of or in connection with respect any other sale, transfer or other disposition permitted hereunder) to any Property constituting Collateral, upon the Disposition (Person other than another 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 leaseCredit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of such Property property leased to a Credit Party by a Person that is not a Loan Party permitted Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 13.1), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Loan Documents Guarantee (in accordance with the next sentence; second succeeding sentence and Section 25 of the Guarantee), (vi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in each caseconnection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents and (vii) to the extent such Collateral otherwise becomes Excluded Capital Stock or Excluded Property. 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 Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Credit Documents. Additionally, the Secured Parties Lenders hereby irrevocably agree that a any Subsidiary Guarantor shall be automatically released from its Guarantee Obligations obligations under the Loan Documents Guarantee upon consummation of any transaction permitted hereunder resulting in such Subsidiary Guarantor ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except to the extent such Subsidiary guaranties any obligations in respect of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such release. The Lenders hereby authorize the Administrative Agent and the Collateral Agent is hereby authorized by each Secured Party Agent, as applicable, to execute and shall (without notice todeliver any instruments, documents, and agreements necessary or vote or consent of, any Lender, or any affiliate desirable to evidence and confirm the release of any Lender that is a party to any Specified Hedge Agreement Guarantor or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with , all without the further consent or joinder of any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan DocumentsLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower Collateral or any of its Restricted Subsidiaries) Guarantor shall no longer be deemed to be repeated once such Property is so Disposed ofrepeated.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale, transfer or other disposition of such Collateral (including as part of or in connection with respect any other sale, transfer or other disposition permitted hereunder) to any Property constituting Collateral, upon the Disposition (Person other than another 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 leaseCredit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of such Property property leased to a Credit Party by a Person that is not a Loan Party permitted Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 13.1), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Loan Documents Guarantee (in accordance with the next sentence; second succeeding sentence and Section 25 of the Guarantee), (vi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in each caseconnection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents and (vii) to the extent such Collateral otherwise becomes Excluded Capital Stock or Excluded Property (as defined in the Security Agreement). 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 Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Credit Documents. Additionally, the Secured Parties Lenders hereby irrevocably agree that a Subsidiary Guarantor the Guarantors shall be automatically released from its Guarantee Obligations under the Loan Documents Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except to , or, in the extent such Subsidiary guaranties any obligations case of a Previous Holdings, in respect accordance with the conditions set forth in the definition of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such releaseHoldings. The Lenders hereby authorize the Administrative Agent and the Collateral Agent is hereby authorized by each Secured Party Agent, as applicable, to execute and shall (without notice todeliver any instruments, documents, and agreements necessary or vote or consent of, any Lender, or any affiliate desirable to 224 evidence and confirm the release of any Lender that is a party to any Specified Hedge Agreement Guarantor or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with , all without the further consent or joinder of any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan DocumentsLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower Collateral or any of its Restricted Subsidiaries) Guarantor shall no longer be deemed to be repeated once such Property is so Disposed ofrepeated.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale, transfer or other disposition of such Collateral (including as part of or in connection with respect any other sale, transfer or other disposition permitted hereunder) to any Property constituting Collateral, upon the Disposition (Person other than another 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 leaseCredit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of such Property property leased to a Credit Party by a Person that is not a Loan Party permitted Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 13.1), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Loan Documents Guarantee (in accordance with the next sentence; second succeeding sentence and Section 25 of the Guarantee), (vi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in each caseconnection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents and (vii) to the extent such Collateral otherwise becomes Excluded Capital Stock or Excluded Property (as defined in the Security Agreement). 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 Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Credit Documents. Additionally, the Secured Parties Lenders hereby irrevocably agree that a Subsidiary Guarantor the Guarantors shall be automatically released from its Guarantee Obligations under the Loan Documents Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except to , or, in the extent such Subsidiary guaranties any obligations case of a Previous Holdings, in respect accordance with the conditions set forth in the definition of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such releaseHoldings. The Lenders hereby authorize the Administrative Agent and the Collateral Agent is hereby authorized by each Secured Party Agent, as applicable, to execute and shall (without notice todeliver any instruments, documents, and agreements necessary or vote or consent of, any Lender, or any affiliate desirable to evidence and confirm the release of any Lender that is a party to any Specified Hedge Agreement Guarantor or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. In connection with any such request, the Borrower shall deliver Any NYDOCS02/996722.801/1378372.11 224 Annex I-B Delayed Amendments to the Amended Credit Agreement [See attached] [ANNEX 1-B] Execution VersionFINAL CONFORMED COPY CONFORMED TO AMENDMENTS EFFECTUATED PURSUANT TO AMENDMENT NO. 12 CREDIT AGREEMENT Dated as of March 29, 2012 among LPL INVESTMENT HOLDINGS INC., as Holdings, LPL HOLDINGS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, BANK OF AMERICA, N.A. as Administrative Agent, at least five Business Days prior to the date Collateral Agent, Letter of the proposed release (or such shorter period agreed to by the Administrative Agent)Credit Issuer and Swingline Lender XXXXXXX LYNCH, a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement PIERCE, XXXXXX & XXXXX INCORPORATED AND XXXXXXX SACHS BANK USA as Joint Lead Arrangers, XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, XXXXXXX SACHS BANK USA, X.X. XXXXXX SECURITIES LLC, XXXXXX XXXXXXX SENIOR FUNDING, INC. AND SUNTRUST XXXXXXXX XXXXXXXX, INC. as Joint Bookrunners, XXXXXXX XXXXX BANK USA, X.X. XXXXXX SECURITIES LLC AND XXXXXX XXXXXXX SENIOR FUNDING, INC. as Syndication Agents and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan Documents. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower or any of its Restricted Subsidiaries) shall no longer be deemed to be repeated once such Property is so Disposed of.SUNTRUST BANK as Documentation Agent NYDOC SO2/996722.8

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties hereby agree that the Liens granted Notwithstanding anything to the Collateral Agent contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Disposition of Property permitted by the Loan Parties on Documents (including by way of merger and including any Collateral shall be automatically released (i) with respect to any Property constituting Collateral, upon the Disposition (other than any lease) of such Property assets transferred to a Person Subsidiary that is not a Loan Party in a transaction permitted by the this Agreement) or any Loan Documents, including in respect of accounts receivables and related assets constituting Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Loan Documents in accordance with the next sentence; in each case, except to the extent such Property secures or such Subsidiary guaranties any obligations in respect of Senior Notes .. Additionally, the Secured Parties hereby agree that a Subsidiary Guarantor shall be automatically released from its Guarantee Obligations under the Loan Documents upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise 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, “ceasing to be a Subsidiary; except ” with respect to the extent any Loan Party or BrandCo Entity shall mean that no Loan Party or Affiliate thereof shall have retained any direct or indirect equity interests in such Subsidiary guaranties any obligations in respect Person), all Liens and Guarantees on such assets or all assets of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of or former Subsidiary shall automatically terminate and the date of such release. The Collateral Agent is hereby authorized by each Secured Party and shall (without notice to, or vote or consent of, any Lender, ) execute and deliver all releases reasonably necessary or desirable (i) to evidence the release of Liens created in any affiliate Collateral being Disposed of in such Disposition (including any assets of any Lender Loan Party that is a party becomes an Excluded Subsidiary) or of such Excluded Subsidiary or former Subsidiary, as applicable, (ii) to provide notices of the termination of the assignment of any Property for which an assignment had been made pursuant to any Specified Hedge Agreement of the Loan Documents which is being Disposed of in such Disposition or Cash Management Obligations of such Excluded Subsidiary or contingent or indemnification obligations not then dueformer Subsidiary, as applicable, and (iii) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release the Guarantee and any Collateral other obligations under any Loan Document of any Person being Disposed of in such Disposition or any Guarantor pursuant which becomes an Excluded Subsidiary or former Subsidiary, as applicable; provided, that (x) to the foregoing provisions extent the Property being so Disposed of this paragraph. In connection with any such requesthas a Fair Market Value in excess of $25,000,000, the Borrower shall deliver to a certificate of a Responsible Officer certifying that the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to Disposition is permitted by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and (y) no Liens on the BrandCo Collateral may be released without the prior written consent of the Required Lenders, unless Disposed of to a party that is not an Affiliate of any Loan Party in a transaction permitted by the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement Loan Documents and the other Loan Documentssubject to Section 2.12(b). Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower or any of its Restricted Subsidiaries) or of a Loan Party which becomes an Excluded Subsidiary or former Subsidiary, as applicable, shall no longer be deemed to be repeated 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.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties hereby agree that the Liens granted 465. Notwithstanding anything to the Collateral Agent contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Disposition of Property permitted by the Loan Parties on Documents (including by way of merger and including any Collateral shall be automatically released (i) with respect to any Property constituting Collateral, upon the Disposition (other than any lease) of such Property assets transferred to a Person Subsidiary that is not a Loan Party in a transaction permitted by the this Agreement) or any Loan Documents, including in respect of accounts receivables and related assets constituting Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Loan Documents in accordance with the next sentence; in each case, except to the extent such Property secures or such Subsidiary guaranties any obligations in respect of Senior Notes .. Additionally, the Secured Parties hereby agree that a Subsidiary Guarantor shall be automatically released from its Guarantee Obligations under the Loan Documents upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise Party becoming an Excluded Subsidiary; except Subsidiary or ceasing to the extent such Subsidiary guaranties any obligations in respect of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded be a Subsidiary and is released from its Guarantee Obligations hereundersubject the last sentence of this Section 10.15(a), any all Liens and Guarantees on such release shall constitute an Investment in assets or all assets of such Excluded Subsidiary as or former Subsidiary shall automatically terminate and, upon delivery of a pro forma Borrowing Base Certificate demonstrating compliance with the date last sentence of such release. The this Section 10.15(a), the Collateral Agent is hereby authorized by each Secured Party and shall (without notice to, or vote or consent of, any Lender, or any affiliate Affiliate of any Lender that is a party to any Specified Hedge Agreement or documentation in respect of Specified Cash Management Obligations or contingent or indemnification obligations not then dueSpecified Additional Obligations) take such actions as may be reasonably requested by the Borrower execute and execute any documents or instruments deliver all releases reasonably necessary to or desirable 238 US-DOCS\123668313.8 xxxxx.xx evidence the release of Liens created in any Collateral being Disposed of in such Disposition (including any assets of any Loan Party that becomes an Excluded Subsidiary) or of such Excluded Subsidiary or former Subsidiary, as applicable, xxxxxx.xx provide notices of the termination of the assignment of any Guarantor Property for which an assignment had been made pursuant to the foregoing provisions of this paragraph. In connection with any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds which is being Disposed of in such Disposition or of such DispositionExcluded Subsidiary or former Subsidiary, if as applicable, will be applied and xxxxxxx.xx release the Guarantee and any other obligations under any Loan Document of any Person being Disposed of in accordance with this Agreement and the other Loan Documentssuch Disposition or which becomes an Excluded Subsidiary or former Subsidiary, as applicable. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower or any of its Restricted Subsidiaries) or of a Loan Party which becomes an Excluded Subsidiary or former Subsidiary, as applicable, shall no longer be deemed to be repeated 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), 7.2(j), or 7.2(v) if such Indebtedness is of the type that is contemplated by Section 7.2(c)) if the holder of such Lien so requires,

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (i) with respect to any Property constituting Collateralin full, as set forth in clause (b) below, (ii) upon the sale, exchange, issuance, transfer or other Disposition (other than any leasean 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 Property Collateral (including as part of or in connection with any other sale, exchange, issuance, transfer or other Disposition permitted hereunder) to any Person other than another Credit Party, to the extent such sale, exchange, issuance, 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 Credit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Credit Party by a Person that is not a Loan Party permitted Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 13.1), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release or discharge of such Guarantor from its Guarantee Obligations obligations under the Loan Documents Guarantee (in accordance with the next sentence; second and third succeeding sentences and Section 25 of the Guarantee), (vi) as required by the Collateral Agent to effect any sale, exchange, transfer or other Disposition of Collateral in each caseconnection with any enforcement action or exercise of remedies taken by the Collateral Agent in accordance with the terms of the Equal Priority Intercreditor Agreement and the Security Documents, (vii) to the extent such Collateral is or otherwise becomes Excluded Capital 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, or impair the Obligations or any Liens (other than those being released) upon (or Obligations (other than those being released) of the Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any disposition, all of which shall continue to constitute part of the Collateral except to the extent such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Credit Documents. Additionally, the Secured Parties Lenders hereby irrevocably agree that a Subsidiary Guarantor the Guarantors shall be automatically released from its the Guarantee Obligations under the Loan Documents upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (including in connection with any designation of an Unrestricted Subsidiary; except ) (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 if there is no bona fide business purpose for such transfer of Capital Stock and such transfer of Capital Stock is intended solely to obtain a release of the Guarantee, in each case as determined in good faith by the Borrower). The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the extent foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Credit Document relating to any such Subsidiary guaranties Collateral or Guarantor shall no longer be deemed to be repeated. (b) Notwithstanding anything to the contrary contained herein or any obligations other Credit Document, when all Obligations (other than (i) Hedging Obligations not then due and payable in respect of Senior Notes; provided 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 extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunderLetter of Credit Issuer, any such release shall constitute an Investment in such Excluded Subsidiary as upon request of the date of such release. The Borrower, the Administrative Agent and/or the Collateral Agent is hereby authorized by each Secured Party and Agent, as applicable, shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Specified Hedge Agreement or Cash Management Obligations or contingent or indemnification obligations not then dueSecured Party) take such actions as may shall be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary required to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan Documents. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower or any of its Restricted Subsidiaries) shall no longer be deemed to be repeated once such Property is so Disposed of.-254- #96562806v11

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties hereby agree that Upon the Liens granted to reasonable request of the Collateral Borrower , the Administrative Agent by shall, take such actions as shall be reasonably required, at the Loan Parties on any Collateral shall be automatically released Parties’ sole expense, to release (i) with respect to its security interest in any Property constituting Collateral, Collateral upon termination of the Disposition Aggregate Revolving Commitments and payment in full of all Obligations (other than any lease(x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of such Property Credit as to a Person which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that is not a Loan Party permitted by have been Cash Collateralized in the Loan Documentsamount of the Minimum Collateral Amount), including in respect of accounts receivables and related assets constituting Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and or (ii) (a) its security interest in respect any Collateral transferred, sold or disposed of Property constituting Collateral that is owned to 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 (b) any GuarantorGuaranty hereunder or under any Loan Document of any Person if the ownership interests in such Guarantor are transferred, upon sold or disposed to persons other than Loan Parties or Subsidiaries of Loan Parties in a transaction permitted under this Agreement, in each case to the release extent necessary to permit consummation of such Guarantor from its Guarantee Obligations under the Loan Documents transfer, sale or disposition in accordance with the next sentence; in each case, except to the extent such Property secures or such Subsidiary guaranties any obligations in respect of Senior Notes .. Additionally, the Secured Parties hereby agree that a Subsidiary Guarantor shall be automatically released from its Guarantee Obligations under the Loan Documents upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except to the extent such Subsidiary guaranties any obligations in respect of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such release. The Collateral Agent is hereby authorized by each Secured Party and shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Specified Hedge Agreement or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan Documents. Any representation, warranty or covenant contained in any Loan Document relating to any such Property property so Disposed Disposed, transferred, sold or disposed of (other than Property property Disposed of to the Borrower or any of its Restricted SubsidiariesLoan Party) shall no longer be deemed to be repeated once such Property property is so Disposed Disposed, transferred, sold or disposed of.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale, transfer or other disposition of such Collateral (including as part of or in connection with respect any other sale, transfer or other disposition permitted hereunder) to any Property constituting Collateral, upon the Disposition (Person other than another 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 leaseCredit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of such Property property leased to a Credit Party by a Person that is not a Loan Party permitted Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 13.1), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Loan Documents Guarantee (in accordance with the next sentence; second succeeding sentence and Section 25 of the Guarantee), (vi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in each caseconnection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents and (vii) to the extent such Collateral otherwise becomes Excluded Capital Stock or Excluded Property (as defined in the Security Agreement). 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 Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Credit Documents. Additionally, the Secured Parties Lenders hereby irrevocably agree that a Subsidiary Guarantor the Guarantors shall be automatically released from its Guarantee Obligations under the Loan Documents Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except , or, in the case of a Previous Holdings, in accordance with the conditions set forth in the definition of Holdings. LPL – Conformed A&R Credit Agreement 218 The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the extent such Subsidiary guaranties any obligations in respect of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such release. The Collateral Agent is hereby authorized by each Secured Party and shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Specified Hedge Agreement Guarantor or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with , all without the further consent or joinder of any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan DocumentsLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower Collateral or any of its Restricted Subsidiaries) Guarantor shall no longer be deemed to be repeated once such Property is so Disposed ofrepeated.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties hereby agree that the Liens granted Notwithstanding anything to the Collateral Agent contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Disposition of Property permitted by the Loan Parties on Documents (including by way of merger and including any Collateral shall be automatically released (i) with respect to any Property constituting Collateral, upon the Disposition (other than any lease) of such Property assets transferred to a Person Subsidiary that is not a Loan Party in a transaction permitted by the this Agreement) or any Loan Documents, including in respect of accounts receivables and related assets constituting Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Loan Documents in accordance with the next sentence; in each case, except to the extent such Property secures or such Subsidiary guaranties any obligations in respect of Senior Notes .. Additionally, the Secured Parties hereby agree that a Subsidiary Guarantor shall be automatically released from its Guarantee Obligations under the Loan Documents upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise Party becoming an Excluded Subsidiary or ceasing to be a Subsidiary; except to the extent , all Liens and Guarantees on such Subsidiary guaranties any obligations in respect assets or all assets of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of or former Subsidiary shall automatically terminate and the date of such release. The Collateral Agent is hereby authorized by each Secured Party and shall (without notice to, or vote or consent of, any Lender, or any affiliate Affiliate of any Lender that is a party to any Specified Hedge Agreement or documentation in respect of Specified Cash Management Obligations or contingent or indemnification obligations not then dueSpecified Additional Obligations) take such actions as may be reasonably requested by the Borrower execute and execute any documents or instruments deliver all releases reasonably necessary or desirable (i) to evidence the release of Liens created in any Collateral being Disposed of in such Disposition (including any assets of any Loan Party that becomes an Excluded Subsidiary) or of such Excluded Subsidiary or former Subsidiary, as applicable, (ii) to provide notices of the 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 such Disposition or of such Excluded Subsidiary or former Subsidiary, as applicable, and (iii) to release the Guarantee and any Collateral other obligations under any Loan Document of any Person being Disposed of in such Disposition or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with any such requestwhich becomes an Excluded Subsidiary or former Subsidiary, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if as applicable, will be applied in accordance with this Agreement and the other Loan Documents. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower or any of its Restricted Subsidiaries) or of a Loan Party which becomes an Excluded Subsidiary or former Subsidiary, as applicable, shall no longer be deemed to be repeated 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), 7.2(j), or 7.2(v) if such Indebtedness is of the type that is contemplated by Section 7.2(c)) if the holder of such Lien so requires, (B) any Lien securing Indebtedness pursuant to Section 7.2(t)(x) if the holder of such Lien so requires and pursuant to Section 7.2(t)(y) if the holder of such Lien so requires and if the holder of the applicable Indebtedness being refinanced also so requires, and in each case to the extent constituting Excluded Collateral, (C) any Lien of the type permitted by Sections 7.3(o), 7.3(r)(i), 7.3(t) or 7.3(bb), in each case, 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 and so long as such cash subject to such Lien is not included in the definition of Qualified Cash after giving effect thereto, or 7.3(kk) to the extent constituting Excluded Collateral, or (D) the ownership of joint ventures or other entities qualifying under clause (iv) 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. 176

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) i.The Secured Parties Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale, transfer or other disposition of such Collateral (including as part of or in connection with respect any other sale, transfer or other disposition permitted hereunder) to any Property constituting Collateral, upon the Disposition (Person other than another 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 leaseCredit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of such Property property leased to a Credit Party by a Person that is not a Loan Party permitted Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 13.1), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Loan Documents Guarantee (in accordance with the next sentence; second succeeding sentence and Section 25 of the Guarantee), (vi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in each caseconnection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents and (vii) to the extent such Collateral otherwise becomes Excluded Capital Stock or Excluded Property (as defined in the Security Agreement). 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 Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Credit Documents. Additionally, the Secured Parties Lenders hereby irrevocably agree that a Subsidiary Guarantor the Guarantors shall be automatically released from its Guarantee Obligations under the Loan Documents Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except to , or, in the extent such Subsidiary guaranties any obligations case of a Previous Holdings, in respect accordance with the conditions set forth in the definition of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such releaseHoldings. The Lenders hereby authorize the Administrative Agent and the Collateral Agent is hereby authorized by each Secured Party Agent, as applicable, to execute and shall (without notice todeliver any instruments, documents, and agreements necessary or vote or consent of, any Lender, or any affiliate desirable to evidence and confirm the release of any Lender that is a party to any Specified Hedge Agreement Guarantor or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with , all without the further consent or joinder of any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan DocumentsLender. Any 195 LPL – Conformed A&R Credit Agreement representation, warranty or covenant contained in any Loan Credit Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower Collateral or any of its Restricted Subsidiaries) Guarantor shall no longer be deemed to be repeated once such Property is so Disposed ofrepeated.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale or other transfer of such Collateral (including as part of or in connection with respect any other sale or other transfer permitted hereunder) to any Property constituting Collateral, upon the Disposition (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 leaseLoan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of such Property property leased to a Loan Party by a Person that is not a Loan Party permitted Party, upon termination or expiration of such 200 lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Loan Documents Guaranty (in accordance with the next second succeeding sentence; ), (vi) 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, (vii) to the extent such Collateral otherwise becomes Excluded Assets 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, 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 such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Loan Documents. Additionally, the Secured Parties Lenders hereby irrevocably agree that a Subsidiary Guarantor the Guarantors shall be automatically released from its Guarantee Obligations under the Loan Documents Guaranties upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except to the extent such Subsidiary guaranties any obligations in respect of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such release. The Lenders hereby authorize the Administrative Agent and the Collateral Agent is hereby authorized by each Secured Party Agent, as applicable, to execute and shall (without notice todeliver any instruments, documents, and agreements necessary or vote or consent of, any Lender, or any affiliate desirable to evidence and confirm the release of any Lender that is a party to any Specified Hedge Agreement Guarantor or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection , all without the further consent or joinder of any Lender; provided that, upon request by the Administrative Agent or Collateral 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 any such requestthis sentence), the Borrower shall be required to deliver a certificate to the Administrative Agent, at least five Business Days prior to Agent and Collateral Agent confirming that such sale or transfer of Collateral is permitted under the date Loan Documents (in the case of the proposed release clause (ii) of this Section 10.24(a)) or such shorter period agreed to by 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), a written request for release identifying the relevant Agent and Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that Agent shall be permitted to rely upon such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan Documentscertificate without incurring any liability therefor. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower released Collateral or any of its Restricted Subsidiaries) Guarantor shall no longer be deemed to be repeated once such Property is so Disposed ofrepeated.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties hereby agree that the Liens granted Notwithstanding anything to the Collateral Agent contrary contained herein or in any other Loan Document, in connection with any Disposition permitted by the Loan Parties on Documents or permitted by the Required Lenders, (i) the security interest in any Collateral being Disposed of in such Disposition shall be automatically released to the extent that such Disposition does not (iA) with respect pertain to Capital Stock of the Borrower or any Property constituting Collateral, upon Subsidiary Guarantor or other Collateral in the Disposition possession of the Collateral Agent or (other than B) involve the filing of amendments to or termination of any lease) financing statement or mortgage in favor of such Property to a Person that is not a Loan Party permitted by the Loan Documents, including in respect Collateral Agent on behalf of accounts receivables and related assets constituting Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder Secured Parties and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release request of such Guarantor from its Guarantee Obligations under the Loan Documents in accordance with the next sentence; in each case, except to the extent such Property secures or such Subsidiary guaranties any obligations in respect of Senior Notes .. AdditionallyBorrower, the Secured Parties hereby agree that a Subsidiary Guarantor shall be automatically released from its Guarantee Obligations under the Loan Documents upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except to the extent such Subsidiary guaranties any obligations in respect of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such release. The Collateral Agent is hereby authorized by each Secured Party and shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender Hedge Counterparty that is a party to any Specified Hedge Agreement or any Cash Management Obligations Counterparty that is a party to any Cash Management Document or contingent or indemnification obligations not then asserted or due) take such actions as may shall be reasonably requested by the Borrower required to release its security interest in any Collateral being Disposed of in such Disposition, and execute any documents or instruments reasonably necessary to release any Collateral or Guarantee Obligations under any Guarantor pursuant to the foregoing provisions Loan Document of this paragraph. In connection with any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date Person being Disposed of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied to the extent necessary to permit consummation of such Disposition in accordance with this Agreement the Loan Documents (including, without limitation, returning any Capital Stock that is so Disposed of and that is in possession of the other Loan DocumentsCollateral Agent and delivering, or authorizing the filing of, amendments or terminations of any financing statements or mortgages in favor of the Collateral Agent covering the Collateral so Disposed of). Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower or any of its Restricted respective Subsidiaries) shall no longer be deemed to be repeated once such Property is so Disposed of. Notwithstanding anything to the contrary contained herein or in any other Loan Document, in connection with any Indebtedness or Lien permitted to be incurred by the Loan Documents or permitted by the Required Lenders, the Collateral Agent shall (without notice to, or vote or consent of, any Lender, any Hedge Counterparty that is a party to any Specified Hedge Agreement or any Cash Management Counterparty that is a party to any Cash Management Document) deliver or authorize the filing of an amendment to any financing statement in favor of the Collateral Agent covering the Collateral to the extent necessary to permit the incurrence of such Indebtedness or Lien and to the extent deemed reasonably necessary by each of the Collateral Agent and the Borrower; provided that such amendment shall not materially detract from the value of the Collateral.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties Lenders 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 (i) in full, as set forth in clause (b) below, (ii) upon the sale or other transfer of such Collateral (including as part of or in connection with respect any other sale or other transfer permitted hereunder) to any Property constituting Collateral, upon the Disposition (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, a certificate to that effect provided to it by any leaseLoan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of such Property property leased to a Loan Party by a Person that is not a Loan Party permitted Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Loan Documents Guaranty (in accordance with the next second succeeding sentence), (vi) 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, (vii) 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 each casea 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, 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 such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Loan Documents. Additionally, the Secured Parties Lenders hereby irrevocably agree that a Subsidiary Guarantor the Guarantors shall be automatically released from its Guarantee Obligations under the Loan Documents Guaranties upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except Subsidiary (subject to the extent such Subsidiary guaranties any obligations in respect of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such releaseJoinder Exception). The Lenders hereby authorize the Administrative Agent and the Collateral Agent is hereby authorized by each Secured Party Agent, as applicable, to execute and shall (without notice todeliver any instruments, documents, consents, acknowledgements, and agreements necessary or vote desirable to evidence or consent of, any Lender, or any affiliate confirm the release of any Lender that is a party to any Specified Hedge Agreement Guarantor or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with , all without the further consent or joinder of any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan DocumentsLender. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower released Collateral or any of its Restricted Subsidiaries) Guarantor shall no longer be deemed to be repeated once 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 Property Guarantor becomes non-wholly-owned solely as a result of a bona fide joint venture arrangement with a third party that is so Disposed ofnot an Affiliate of Holdings or the Sponsor pursuant to an Investment permitted under Section 7.13.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties hereby agree that the Liens granted Notwithstanding anything to the Collateral Agent contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Disposition of Property permitted by the Loan Parties on Documents (including by way of merger and including any Collateral shall be automatically released (i) with respect to any Property constituting Collateral, upon the Disposition (other than any lease) of such Property assets transferred to a Person Subsidiary that is not a Loan Party in a transaction permitted by the this Agreement) or any Loan Documents, including in respect of accounts receivables and related assets constituting Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Loan Documents in accordance with the next sentence; in each case, except to the extent such Property secures or such Subsidiary guaranties any obligations in respect of Senior Notes .. Additionally, the Secured Parties hereby agree that a Subsidiary Guarantor shall be automatically released from its Guarantee Obligations under the Loan Documents upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise Party becoming an Excluded Subsidiary or ceasing to be a Subsidiary; except to the extent , all Liens and Guarantees on such Subsidiary guaranties any obligations in respect assets or all assets of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of or former Subsidiary shall automatically terminate and the date of such release. The Collateral Agent is hereby authorized by each Secured Party and shall (without notice to, or vote or consent of, any Lender, or any affiliate Affiliate of any Lender that is a party to any Specified Hedge Agreement or documentation in respect of Specified Cash Management Obligations or contingent or indemnification obligations not then dueSpecified Additional Obligations) take such actions as may be reasonably requested by the Borrower execute and execute any documents or instruments deliver all releases reasonably necessary or desirable (i) to evidence the release of Liens created in any Collateral being Disposed of in such Disposition (including any assets of any Loan Party that becomes an Excluded Subsidiary) or of such Excluded Subsidiary or former Subsidiary, as applicable, (ii) to provide notices of the 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 such Disposition or of such Excluded Subsidiary or former Subsidiary, as applicable, and (iii) to release the Guarantee and any Collateral other obligations under any Loan Document of any Person being Disposed of in such Disposition or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with any such requestwhich becomes an Excluded Subsidiary or former Subsidiary, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if as applicable, will be applied in accordance with this Agreement and the other Loan Documents. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower or any of its Restricted Subsidiaries) or of a Loan Party which becomes an Excluded Subsidiary or former Subsidiary, as applicable, shall no longer be deemed to be repeated 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), 7.2(j), or 7.2(v) if such Indebtedness is of the type that is contemplated by Section 7.2(c)) if the holder of such Lien so requires, (B) any Lien securing Indebtedness pursuant to Section 7.2(t)(x) if the holder of such Lien so requires and pursuant to Section 7.2(t)(y) if the holder of such Lien so requires and if the holder of the applicable Indebtedness being refinanced also so requires, and in each case to the extent constituting Excluded Collateral, (C) any Lien of the type permitted by Sections 7.3(o), 7.3(r)(i), 7.3(t) or 7.3(bb), in each case, 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 and so long as such cash subject to such Lien is not included in the definition of Qualified Cash after giving effect thereto, or 7.3(kk) to the extent constituting Excluded Collateral, or (D) the ownership of joint ventures or other entities qualifying under clause (iv) 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. 191

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale, transfer or other disposition of such Collateral (including as part of or in connection with respect any other sale, transfer or other disposition permitted hereunder) to any Property constituting Collateral, upon the Disposition (Person other than another 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 leaseCredit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of such Property property leased to a Credit Party by a Person that is not a Loan Party permitted Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 13.1), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Loan Documents Guarantee (in accordance with the next sentence; second succeeding sentence and Section 25 of the Guarantee), (vi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in each caseconnection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents and (vii) to the extent such Collateral otherwise becomes Excluded Capital Stock or Excluded Property (as defined in the Security Agreement). 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 Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Credit Documents. Additionally, the Secured Parties Lenders hereby irrevocably agree that a Subsidiary Guarantor the Guarantors shall be automatically released from its Guarantee Obligations under the Loan Documents Guarantees upon consummation of any transaction 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; except to , or, in the extent such Subsidiary guaranties any obligations case of a Previous Holdings, in respect accordance with the conditions set forth in the definition of Senior Notes; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such releaseHoldings. The Lenders hereby authorize the Administrative Agent and the Collateral Agent is hereby authorized by each Secured Party Agent, as applicable, to execute and shall (without notice todeliver any instruments, documents, and agreements necessary or vote or consent of, any Lender, or any affiliate desirable to evidence and confirm the release of any Lender that is a party to any Specified Hedge Agreement Guarantor or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with , all without the further consent or joinder of any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan DocumentsLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower Collateral or any of its Restricted Subsidiaries) Guarantor shall no longer be deemed to be repeated once such Property is so Disposed ofrepeated.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties Lenders (including in their capacities as a potential Hedge Bank and a potential Cash Management Bank) hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Credit Parties on any Collateral shall be automatically released (i) with respect to any Property constituting Collateralin full, as set forth in clause (b) below, (ii) upon the sale, transfer or other Disposition (other than including any leasedisposition by means of a distribution or Restricted Payment) of such Property Collateral (including as part of or in connection with any other sale, transfer or other Disposition permitted hereunder) to any Person other than another 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 Credit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Credit Party by a Person that is not a Loan Party permitted Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 13.1), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Loan Documents Guarantee (in accordance with the next sentence; second and third succeeding sentences and Section 25 of the Guarantee), (vi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in each caseconnection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents and (vii) to the extent such Collateral otherwise becomes Excluded Capital Stock or Excluded Property (other than pursuant to clause (c) of the definition thereof). 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 Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any disposition, all of which shall continue to constitute part of the Collateral except to the extent such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Credit Documents. Additionally, the Secured Parties Lenders hereby irrevocably agree that a Subsidiary Guarantor the Guarantors shall be automatically released from its the Guarantee Obligations under the Loan Documents upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, Subsidiary or otherwise becoming an Excluded Subsidiary (including in connection with any designation of an Unrestricted Subsidiary; except to the extent such Subsidiary guaranties any obligations in respect of Senior Notes; ), provided that to the extent any Restricted if such Subsidiary becomes an Excluded Subsidiary and is as a result of such Subsidiary ceasing to be a Wholly Owned Subsidiary, such Subsidiary shall not be released from its Guarantee Obligations hereunder, any such release shall constitute an Investment as a result of a transfer of Capital Stock in such Excluded Subsidiary as of the date if there is no bona fide business purpose for such transfer of such releaseCapital Stock or the primary purpose of such transfer of Capital Stock is intended to obtain a release of such Subsidiary from the Guarantee. The Lenders hereby authorize the Administrative Agent and the Collateral Agent is hereby authorized by each Secured Party Agent, as applicable, to execute and shall (without notice todeliver any instruments, documents, and agreements necessary or vote or consent of, any Lender, or any affiliate desirable to evidence and confirm the release of any Lender that is a party to any Specified Hedge Agreement Guarantor or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with , all without the further consent or joinder of any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan DocumentsLender. Any representation, warranty or covenant contained in any Loan Credit Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower Collateral or any of its Restricted Subsidiaries) Guarantor shall no longer be deemed to be repeated once such Property is so Disposed ofrepeated.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties 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 (i) in full, as set forth in clause (b) below, (ii) upon the sale or other transfer of such Collateral (including as part of or in connection with respect any other sale or other transfer permitted hereunder) to any Property constituting Collateral, upon the Disposition (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 leaseLoan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of such Property property leased to a Loan Party by a Person that is not a Loan Party permitted Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Loan Documents Guaranty (in accordance with the next second succeeding sentence; ), (vi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in each caseconnection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (vii) 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 such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Loan Documents. Additionally, the Secured Parties Lenders and the Issuing Banks hereby irrevocably agree that a Subsidiary Guarantor the Guarantors shall be automatically released from its Guarantee Obligations under the Loan Documents Guaranties upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except to the extent such Subsidiary guaranties any obligations in respect provided, that (1) an Elective Guarantor shall not be released from its Guaranty on account of Senior Notes; provided that to the extent any Restricted Subsidiary becomes being an Excluded Subsidiary and is released from its Guarantee Obligations hereunder, with respect to any characteristic or circumstances that would have qualified such release shall constitute Subsidiary or Parent Company to be an Investment in such 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 releaseSubsidiary 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 which such Subsidiary Guarantor ceases to be an Excluded Subsidiary (including as a result of such Subsidiary Guarantor ceasing to be a direct or indirect wholly-owned subsidiary of Holdings) is consummated with a bona fide third-party that is not an Affiliate of any Loan Party for a legitimate business purposes and the primary purpose of such transaction is not the release of any guarantee of the Obligations or Lien on any assets or properties such Subsidiary Guarantor (including any release that is meant facilitate the 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 such 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 is hereby authorized by each Secured Party Agent, as applicable, to execute and shall (without notice todeliver any instruments, documents, consents, acknowledgements, and agreements necessary or vote desirable to evidence or consent of, any Lender, or any affiliate confirm the release of any Lender that is a party to any Specified Hedge Agreement Guarantor or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with , all without the further consent or joinder of any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (Lender or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan DocumentsIssuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower released Collateral or any of its Restricted Subsidiaries) Guarantor shall no longer be deemed to be repeated once such Property is so Disposed ofrepeated.

Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) The Secured Parties Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent Secured Parties by the Loan Parties on any Collateral shall be automatically released (i) with respect in full, as set forth in clause (b) below, (ii) upon the disposition of such Collateral to any Property constituting Collateral, upon the Disposition (Person other than another Loan Party, to the extent such disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any leaseLoan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of such Property property leased to a Loan Party by a Person that is not a Loan Party permitted Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Loan DocumentsRequired Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), including in respect of accounts receivables and related assets (v) to the extent the property constituting such Collateral upon the sale of such assets in connection with a Receivables Facility permitted hereunder and (ii) in respect of Property constituting Collateral that is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations obligations under the Loan Documents Guarantee (in accordance with the next sentencesecond succeeding sentence and Section 4.13 of the Guarantee), (vi) 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 (vii) to the extent such Collateral otherwise becomes an Excluded Equity Interest or an Excluded Asset; provided that, for the avoidance of doubt, in each caseno 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, 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 such Property secures or such Subsidiary guaranties any obligations otherwise released in respect accordance with the provisions of Senior Notes .. the Loan Documents. Additionally, the Secured Parties Lenders hereby irrevocably agree that a Subsidiary Guarantor the Guarantors shall be automatically released from its Guarantee Obligations under the Loan Documents Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary; except , in each case, solely to the extent such Subsidiary guaranties any obligations in respect of Senior Notesceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement; provided that to the extent any Restricted Subsidiary becomes an Excluded Subsidiary and is released from its Guarantee Obligations Guarantees hereunder, any such release shall constitute an Investment in such Excluded Subsidiary as of the date of such release. The Lenders hereby authorize the Administrative Agent and the Collateral Agent is hereby authorized by each Secured Party Agent, as applicable, to execute and shall (without notice todeliver any instruments, documents, and agreements necessary or vote or consent of, any Lender, or any affiliate desirable to evidence and confirm the release of any Lender that is a party to any Specified Hedge Agreement Guarantor or Cash Management Obligations or contingent or indemnification obligations not then due) take such actions as may be reasonably requested by the Borrower and execute any documents or instruments reasonably necessary to release any Collateral or any Guarantor pursuant to the foregoing provisions of this paragraph. In connection with , all without the further consent or joinder of any such request, the Borrower shall deliver to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter period agreed to by the Administrative Agent), a written request for release identifying the relevant Collateral or Guarantor being released in reasonable detail together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition, if applicable, will be applied in accordance with this Agreement and the other Loan DocumentsLender. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower Collateral or any of its Restricted Subsidiaries) Guarantor shall no longer be deemed to be repeated once solely with respect to such Property is so Disposed ofCollateral or Guarantor.