Common use of Release of Collateral and Obligations Guarantees Clause in Contracts

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: (i) When all Obligations (excluding contingent obligations as to which no claim has been made) have been paid in full and all Term Loan Commitments have terminated, upon request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document. (ii) If all the Capital Stock of any Guarantor Subsidiary held by Parent and the Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale or other disposition such Guarantor Subsidiary shall cease to be a Subsidiary, such Guarantor Subsidiary shall, upon consummation of such sale or other disposition, automatically be discharged and released from its Obligations Guarantee and all security interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person. Upon any sale or other transfer by any Credit Party (other than to Parent or any Restricted Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person. In connection with any termination or release pursuant to this Section 8.8(c), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 8.8(c) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: (i) When all Obligations (excluding contingent obligations as to which no claim has been mademade and the Specified Hedge Obligations and Specified Cash Management Services Obligations) have been paid in full and full, all Term Loan Commitments have terminatedterminated and no Letter of Credit shall be outstanding, upon request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document, whether or not on the date of such release there may be outstanding Specified Hedge Obligations or Specified Cash Management Services Obligations. (ii) If (A) any Guarantor Subsidiary shall have been designated as an Unrestricted Subsidiary in accordance with the terms hereof, (B) all the Capital Stock of Equity Interests in any Guarantor Subsidiary held by Parent the Borrower and the its Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale hereunder or other disposition such (C) any Guarantor Subsidiary shall cease to be a Subsidiarywholly-owned Subsidiary of the Borrower as a result of the consummation of a joint venture entered into for a valid business purpose and permitted hereunder, then such Guarantor Subsidiary shall, upon effectiveness of such designation, or the consummation of such sale or other dispositiontransaction, automatically be discharged and released from its Obligations Guarantee and all security interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person; provided that no such discharge or release shall occur unless (x) substantially concurrently therewith, such Subsidiary shall have been discharged and released from its Guarantee of all Permitted Credit Agreement Refinancing Indebtedness and all Permitted Incremental Equivalent Indebtedness, and all Liens on the assets of such Subsidiary securing any such Indebtedness shall have been released, and (y) no Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and be continuing. Upon any sale or other transfer by any Credit Party (other than to Parent any Credit Party or any Restricted other Designated Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.510.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person. ; provided that no such release shall occur unless substantially concurrently therewith, such Collateral shall cease to be subject to any security interests securing any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness. (iii) Each Secured Party hereby authorizes the Collateral Agent to subordinate, at the request of the Borrower, any Lien on any property granted to or held by the Collateral Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 6.2(d), 6.2(k) or 6.2(q). (iv) In connection with any termination termination, release or release subordination pursuant to this Section 8.8(c9.8(d), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination termination, release or releasesubordination. Any execution and delivery of documents pursuant to this Section 8.8(c9.8(d) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: (i) When all Obligations (excluding contingent obligations as to which no claim has been made, the Designated Hedge Obligations and the Designated Cash Management Services Obligations) have been paid in full and full, all Term Loan Commitments have terminatedterminated and no Letter of Credit shall be outstanding, upon request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document, whether or not on the date of such release there may be outstanding Designated Hedge Obligations or Designated Cash Management Services Obligations. (ii) If (A) any Guarantor Subsidiary shall have been designated as an Unrestricted Subsidiary in accordance with the terms hereof, (B) all the Capital Stock of Equity Interests in any Guarantor Subsidiary held by Parent the Borrower and the Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale hereunder or other disposition such (C) any Guarantor Subsidiary shall cease to be a Subsidiarywholly-owned Subsidiary as a result of the consummation of a joint venture entered into for a valid business purpose and permitted hereunder, then such Guarantor Subsidiary shall, upon effectiveness of such designation, or the consummation of such sale or other dispositiontransaction, automatically be discharged and released from its Obligations Guarantee and all security interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person; provided that no such discharge or release shall occur unless (x) substantially concurrently therewith, such Subsidiary shall have been discharged and released from its Guarantee of all Permitted Senior Notes Indebtedness and all Permitted Term Indebtedness, and all Liens on the assets of such Subsidiary securing any such Indebtedness shall have been released, and (y) no Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and be continuing. Upon any sale or other transfer by any Credit Party (other than to Parent any Credit Party or any Restricted other Designated Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.510.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person. . (iii) Each Secured Party hereby authorizes the Collateral Agent to subordinate, at the request of the Borrower, any Lien on any property (other than any Accounts or Inventory) granted to or held by the Collateral Agent under any Collateral Document to the holder of any Lien on such property that is permitted by Section 6.2(d), 6.2(l) or 6.2(r). (iv) In connection with any termination termination, release or release subordination pursuant to this Section 8.8(c9.8(d), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination termination, release or releasesubordination. Any execution and delivery of documents pursuant to this Section 8.8(c9.8(d) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: (i) When all Obligations have been paid in full (excluding contingent obligations as to which no claim has been made) have been paid in full and all Term Loan Commitments have terminated, upon request of the Borrower, the Administrative Agent and Liens granted to the Collateral Agent shall (without notice to, or vote or consent of, any other Secured Party) take such actions as shall be required to release its security interest in all Party by the Credit Parties on any Collateral, and to release all Obligations Guarantees provided for in any Credit Document. (ii) If all the Capital Stock of any Guarantor Subsidiary held by Parent and the Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale or other disposition such Guarantor Subsidiary shall cease to be a Subsidiary, such Guarantor Subsidiary shall, upon consummation of such sale or other disposition, automatically be discharged and released from its Obligations Guarantee and all security interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person. . (ii) Upon any sale or other transfer by any Credit Party (other than to Parent the Borrower or any Restricted Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.510.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person. . (iii) In connection with any termination termination, release or release subordination pursuant to this Section 8.8(c9.8(c), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination termination, release or releasesubordination, provided, that, other than in the case of a release pursuant to Section 9.8(c)(i) above, the Borrower or other applicable Credit Party shall have provided the Administrative Agent and the Collateral Agent, at least five (5) Business Days prior to the date of the proposed termination, release or subordination, a request for such termination, release or subordination identifying the terms of the termination, release or subordination in reasonable detail, together with a written certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Credit Documents (and the Lenders hereby authorize and direct each Agent to conclusively rely on such certifications in performing its obligations under this Section 9.8(c)). Any execution and delivery of documents pursuant to this Section 8.8(c9.8(c) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.;

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: (i) When all Obligations (excluding contingent obligations as to which no claim has been mademade and the Specified Hedge Obligations and Specified Cash Management Services Obligations) have been paid in full and full, all Term Loan Commitments have terminatedterminated and no Letter of Credit shall be outstanding, upon request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document, whether or not on the date of such release there may be outstanding Specified Hedge Obligations or Specified Cash Management Services Obligations. (ii) If (A) any Guarantor Subsidiary shall have been designated as an Unrestricted Subsidiary in accordance with the terms hereof, (B) all the Capital Stock of Equity Interests in any Guarantor Subsidiary held by Parent Holdings, the Borrower and the other Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale hereunder or other disposition such (C) any Guarantor Subsidiary shall cease to be required to be a SubsidiaryDesignated Subsidiary (and, in the case of any wholly owned Subsidiary becoming no longer wholly owned, in connection with the consummation of a joint venture entered into for a valid business purpose and permitted hereunder), then such Guarantor Subsidiary shall, upon effectiveness of such designation, or the consummation of such sale or other dispositiontransaction, automatically be discharged and released from its Obligations Guarantee and all security interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person; provided that no such discharge or release shall occur unless (x) substantially concurrently therewith, such Subsidiary shall have been discharged and released from its Guarantee of all Permitted Term Indebtedness (other than Permitted Non-Credit Party Indebtedness), and all Liens on the assets of such Subsidiary securing any such Indebtedness shall have been released and (y) in the case of clause (C) solely with respect to a wholly owned Subsidiary becoming no longer wholly owned, no Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and be continuing. Upon any sale or other transfer by any Credit Party (other than to Parent any 1095171012\7\AMERICAS Credit Party or any Restricted other Designated Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.510.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person. ; provided that no such release shall occur unless substantially concurrently therewith, such Collateral shall cease to be subject to any security interests securing any Permitted Term Indebtedness (other than Permitted Non-Credit Party Indebtedness). (iii) Each Secured Party hereby authorizes the Collateral Agent to subordinate, at the request of the Borrower, any Lien on any property (other than any Accounts or Inventory) granted to or held by the Collateral Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 6.2(b) (solely with respect to clauses (c), (d), (g), (m), (r)(i) and (w) of the definition of “Permitted Encumbrances”), 6.2(d), 6.2(e) (other than Liens on the Equity Interest of any Guarantor Subsidiary), 6.2(l)(i), 6.2(m), 6.2(p)(ii), 6.2(q), 6.2(s), 6.2(t) and 6.2(u). (iv) In connection with any termination termination, release or release subordination pursuant to this Section 8.8(c9.8(d), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination termination, release or releasesubordination. Any execution and delivery of documents pursuant to this Section 8.8(c9.8(d) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: (i) When all Obligations (excluding contingent obligations as to which no claim has been made, the Designated Hedge Obligations and the Designated Cash Management Services Obligations) have been paid in full and full, all Term Loan Commitments have terminatedterminated and no Letter of Credit shall be outstanding, upon request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document, whether or not on the date of such release there may be outstanding Designated Hedge Obligations or Designated Cash Management Services Obligations. (ii) If (A) any Guarantor Subsidiary shall have been designated as an Unrestricted Subsidiary in accordance with the terms hereof, (B) all the Capital Stock of Equity Interests in any Guarantor Subsidiary held by Parent the Borrower and the Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale hereunder or other disposition such (C) any Guarantor Subsidiary shall cease to be a Subsidiarywholly-owned Subsidiary as a result of the consummation of a joint venture entered into for a valid business purpose and permitted hereunder, then such Guarantor Subsidiary shall, upon effectiveness of such designation, or the consummation of such sale or other dispositiontransaction, automatically be discharged and released from its Obligations Guarantee and all security interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person; provided that no such discharge or release shall occur unless substantially concurrently therewith, such Subsidiary shall have been discharged and released from its Guarantee of all Permitted Term Indebtedness, and all Liens on the assets of such Subsidiary securing any such Indebtedness shall have been released. Upon any sale or other transfer by any Credit Party (other than to Parent any Credit Party or any Restricted other Designated Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.510.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person. . (iii) Each Secured Party hereby authorizes the Collateral Agent to subordinate, at the request of the Borrower, any Lien on any property (other than any ABL Priority Collateral) granted to or held by the Collateral Agent under any Collateral Document to the holder of any Lien on such property that is permitted by Section 6.2(b) (solely with respect to Liens permitted under clauses (b), (f), (v) and (o)(i) of the definition of “Permitted Encumbrances”), 6.2(d), 6.2(e) (other than any Liens in the Equity Interests of any Guarantor Subsidiary), 6.2(j), 6.2(l), 6.2(o), 6.2(q) or 6.2(r); provided, that the subordination of any Lien on any property granted to or held by the Collateral Agent shall only be required with respect to any Lien on such property that is permitted by Sections 6.2(e) or 6.2(q) to the extent that the Lien of the Collateral Agent with respect to such property is required to be subordinated to the relevant Permitted Lien in accordance with the documentation governing the Indebtedness that is secured by such Permitted Lien. (iv) In connection with any termination termination, release or release subordination pursuant to this Section 8.8(c9.8(e), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination termination, release or releasesubordination. Any execution and delivery of documents pursuant to this Section 8.8(c9.8(e) shall be without recourse to or representation or warranty by the Administrative Agent or the Collateral Agent.

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: (i) When all Obligations (excluding contingent obligations as to which no claim has been made, the Designated Hedge Obligations and the Designated Cash Management Services Obligations) have been paid in full and full, all Term Loan Commitments have terminatedterminated and no Letter of Credit shall be outstanding, upon request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document, whether or not on the date of such release there may be outstanding Designated Hedge Obligations or Designated Cash Management Services Obligations. (ii) If all the Capital Stock of any Guarantor Subsidiary held by Parent and the Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale or other disposition such Guarantor Subsidiary shall cease to be a Subsidiary, such Guarantor Subsidiary shall, upon consummation of such sale or other disposition, automatically be discharged and released from its Obligations Guarantee and all security interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person. Upon any sale or other transfer by any Credit Party (other than to Parent any Credit Party or any Restricted other Designated Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.510.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, upon payment of receipt of the proceeds of such Collateral to the Administrative Agent, without any further action by any Secured Party or any other Person. In connection with any termination or release pursuant to this Section 8.8(c), the Administrative Agent and . (iii) Each Secured Party hereby authorizes the Collateral Agent shall execute and deliver to any Credit Partysubordinate, at such Credit Party’s expensethe request of the Borrower, all documents that such Credit Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 8.8(cany Lien on any property (other than any ABL Priority Collateral) shall be without recourse granted to or warranty held by the Administrative Collateral Agent under any Collateral Document to the holder of any Lien on such property that is permitted by Section 6.2(b) (solely with respect to Liens permitted under clauses (b), (f), (v) and (o)(i) of the definition of “Permitted Encumbrances”), 6.2(d), 6.2(e) (other than any Liens in the Equity Interests of any Guarantor Subsidiary), 6.2(j), 6.2(l), 6.2(o), 6.2(q) or the Collateral Agent.166

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary contained herein or in any other Credit Document: (i) When , when all Obligations (excluding contingent obligations as to which no claim has been made, the Designated Swap Obligations and the Designated Cash Management Obligations) have been paid in full and full, all Term Loan Commitments have terminatedterminated or expired and no Letter of Credit shall be outstanding, upon request of the BorrowerCompany, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its the Collateral Agent’s security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document. (ii) , whether or not on the date of such release there may be outstanding Designated Swap Obligations or Designated Cash Management Obligations. Any such release of an Obligations Guarantee shall be deemed subject to the provision that such Obligations Guarantee shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. If all the Capital Stock of Equity Interests in any Subsidiary Guarantor Subsidiary held by Parent the Company and the Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale or other disposition such Subsidiary Guarantor Subsidiary shall cease to be a Subsidiary, (i) such Subsidiary Guarantor Subsidiary shall, upon consummation of such sale or other disposition, automatically be discharged and released from its obligations under its Obligations Guarantee and the other Collateral Documents, without further action by any Secured Party or any other Person and (ii) upon receipt by the Administrative Agent and the Collateral Agent of a certificate of a Responsible Officer of the Company certifying that such release is permitted hereunder, all security interests created by the Collateral Documents in Collateral owned by such Subsidiary Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person. Upon any sale or other transfer by any Credit Party (other than to Parent the Company, any Credit Party or, except for a valid business purpose, any other Subsidiary not required to become a Guarantor as a result of such sale or any Restricted Subsidiarytransfer) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person. Upon the effectiveness of any obligation to deliver a register of DOE Assets to the lender under any Permitted DOE Facility entered into by the Company or any other Credit Party the terms of which (A) prohibit Liens securing the Obligations on any DOE Assets, the security interests in such DOE Assets created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person, upon delivery by the Company to the Administrative Agent and the Collateral Agent of a certificate of a Responsible Officer of the Company specifically identifying (by type of asset and by purchase order number, serial number or other information) such DOE Assets and certifying that such release is permitted hereunder, and (B) permit Liens securing the Obligations on any DOE Assets on a junior basis, the security interests in such DOE Assets created by the Collateral Documents shall be subordinated to the security interests securing such Permitted DOE Facility pursuant to an intercreditor agreement entered into pursuant to Section 9.25(b). Upon any of (x) the conversion of Chrysler de Venezuela LLC to a 956 Subsidiary, (y) the transfer of substantially all of the assets of Chrysler de Venezuela LLC to a 956 Subsidiary (with Chrysler de Venezuela LLC becoming a Transparent Subsidiary or being dissolved), or (z) the transfer of substantially all of the Equity Interests in Chrysler de Venezuela LLC to a 956 Subsidiary, the security interest created under any Collateral Document in the Equity Interests in Chrysler de Venezuela LLC shall be automatically released, in each case, without further action by any Secured Party, upon delivery by the Company to the Administrative Agent and the Collateral Agent of a certificate of a Responsible Officer certifying that such transaction is permitted under the Credit Documents, and, subject to Section 5.7(i), a new security interest in the Equity Interests of such 956 Subsidiary shall be granted to the Collateral Agent. In connection with any termination or release pursuant to this Section 8.8(c8.8(d), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 8.8(c8.8(d) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: (i) When all Obligations (excluding contingent obligations as to which no claim has been made) have been paid in full and all Term Loan Commitments have terminated, upon request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document. (ii) If (A) any Guarantor Subsidiary shall have been designated as an Unrestricted Subsidiary in accordance with the terms hereof, (B) all the Capital Stock of Equity Interests in any Guarantor Subsidiary held by Parent the Borrower and the Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale hereunder or other disposition such (C) any Guarantor Subsidiary shall cease to be a Subsidiarywholly-owned Subsidiary as a result of the consummation of a joint venture entered into for a valid business purpose and permitted hereunder, then such Guarantor Subsidiary shall, upon effectiveness of such designation, or the consummation of such sale or other dispositiontransaction, automatically be discharged and released from its Obligations Guarantee and all security interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person; provided that no such discharge or release shall occur unless (x) substantially concurrently therewith, such Subsidiary shall have been discharged and released from its Guarantee of all Permitted Senior Notes Indebtedness, all Permitted Credit Agreement Refinancing Indebtedness, all Permitted Incremental Equivalent Indebtedness and all Permitted Revolving Indebtedness, and all Liens on the assets of such Subsidiary securing any such Indebtedness shall have been released, and (y) no Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and be continuing. Upon any sale or other transfer by any Credit Party (other than to Parent any Credit Party or any Restricted other Designated Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.510.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person. . (iii) Each Secured Party hereby authorizes the Collateral Agent to subordinate, at the request of the Borrower, any Lien on any property granted to or held by the Collateral Agent under any Collateral Document to the holder of any Lien on such property that is permitted by Section 6.2(d), 6.2(l) or 6.2(r). (iv) In connection with any termination termination, release or release subordination pursuant to this Section 8.8(c9.8(d), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination termination, release or releasesubordination. Any execution and delivery of documents pursuant to this Section 8.8(c9.8(d) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: (i) When all Obligations (excluding contingent obligations as to which no claim has been mademade and the Specified Hedge Obligations) have been paid in full and all Term Loan Commitments have terminated, upon the request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit DocumentDocument and the Alon Assets Guarantee, whether or not on the date of such release there may be outstanding Specified Hedge Obligations. (ii) If all the Capital Stock of Equity Interests in any Guarantor Subsidiary held by Parent the GP, the Borrower and the Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale or other disposition such Guarantor Subsidiary shall cease to be a Subsidiary, such Guarantor Subsidiary shall, upon consummation of such sale or other disposition, automatically be discharged and released from its Obligations Guarantee and all security interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person. Upon any sale or other transfer by any Credit Party (other than to Parent the GP, the Borrower or any Restricted Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.510.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person. In connection with any termination or release pursuant to this Section 8.8(c9.8(d), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit PartyParty or to Alon Assets, at such Credit Party’s or Alon Asset’s expense, all documents that such Credit Party or Alon Assets shall reasonably request to evidence such termination or release. . (iii) Each Secured Party authorizes the Collateral Agent, at the request of the Borrower, to (A) subordinate any Lien on any property granted to or held by the Collateral Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 6.2(d), or (B) acknowledge the interests of licensees and lessees in respect of property subject to any Lien granted to or held by the Collateral Agent under any Credit Document pursuant to licenses and leases which are permitted to be entered into by this Agreement. (iv) Any execution and delivery of documents pursuant to this Section 8.8(c9.8(d) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: (i) When all Obligations (excluding contingent obligations as to which no claim has been made) have been paid in full and all Term Loan Commitments have terminated, upon request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document. (ii) If (A) any Guarantor Subsidiary shall have been designated as an Unrestricted Subsidiary in accordance with the terms hereof, (B) all the Capital Stock of Equity Interests in any Guarantor Subsidiary held by Parent the Borrower and the Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale hereunder or other disposition such (C) any Guarantor Subsidiary shall cease to be a Subsidiarywholly-owned Subsidiary as a result of the consummation of a joint venture entered into for a valid business purpose and permitted hereunder, then such Guarantor Subsidiary shall, upon effectiveness of such designation, or the consummation of such sale or other dispositiontransaction, automatically be discharged and released from its Obligations Guarantee and all security interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person; provided that no such discharge or release shall occur unless substantially concurrently therewith, such Subsidiary shall have been discharged and released from its Guarantee of all Permitted Credit Agreement Refinancing Indebtedness, all Permitted Incremental Equivalent Indebtedness and all Permitted Revolving Indebtedness, and all Liens on the assets of such Subsidiary securing any such Indebtedness shall have been released. Upon any sale or other transfer by any Credit Party (other than to Parent any Credit Party or any Restricted other Designated Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.510.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person. . (iii) Each Secured Party hereby authorizes the Collateral Agent to subordinate, at the request of the Borrower, any Lien on any property granted to or held by the Collateral Agent under any Collateral Document to the holder of any Lien on such property that is permitted by Section 6.2(b) (solely with respect to Liens permitted under clauses (b), (f), (v) and (o)(i) of the definition of “Permitted Encumbrances”), 6.2(d), 6.2(e) (other than any Liens in the Equity Interests of any Guarantor Subsidiary), 6.2(j), 6.2(l), 6.2(o), 6.2(q) or 6.2(r); provided, that the subordination of any Lien on any property granted to or held by the Collateral Agent shall only be required with respect to any Lien on such property that is permitted by Sections 6.2(e) or 6.2(o) to the extent that the Lien of the Collateral Agent with respect to such property is required to be subordinated to the relevant Permitted Lien in accordance with the documentation governing the Indebtedness that is secured by such Permitted Lien. (iv) In connection with any termination termination, release or release subordination pursuant to this Section 8.8(c9.8(e), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination termination, release or releasesubordination. Any execution and delivery of documents pursuant to this Section 8.8(c9.8(e) shall be without recourse to or representation or warranty by the Administrative Agent or the Collateral Agent.

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: (i) When all Obligations have been paid in full (excluding contingent obligations as to which no claim has been made) have been paid in full and all Term Loan Commitments have terminated, upon request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document. (ii) If (x) any Guarantor Subsidiary shall have been designated as an Unrestricted Subsidiary in accordance with the terms hereof or (y) all the Capital Stock of Equity Interests in any Guarantor Subsidiary held by Parent the Borrower and the Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale or other disposition such Guarantor Subsidiary shall cease to be a SubsidiarySubsidiary of the Borrower, such Guarantor Subsidiary shall, upon effectiveness of such designation, or the consummation of such sale or other disposition, automatically be discharged and released from its Obligations Guarantee and all security interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person. ; provided that no such discharge or release shall occur unless substantially concurrently therewith, such Subsidiary shall have been discharged and released from its Guarantee of all Permitted First Lien Indebtedness, Permitted Second Lien Indebtedness, all Permitted Credit Agreement Refinancing Indebtedness, all Permitted Incremental Equivalent Indebtedness and all Permitted Subordinated Indebtedness, and all Liens on the assets of such Subsidiary securing any such Indebtedness shall have been released. (A) Upon any sale or other transfer by any Credit Party (other than to Parent the Borrower or any Restricted Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.510.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person. ; provided that no such release shall occur unless substantially concurrently therewith, such Collateral shall cease to be subject to any security interests securing any Permitted First Lien Indebtedness, any Permitted Credit Agreement Refinancing Indebtedness and any Permitted Incremental Equivalent Indebtedness. (iii) Each Secured Party authorizes the Collateral Agent to subordinate, at the request of the Borrower, any Lien on any property granted to or held by the Collateral Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 6.2(d) or 6.2(o); provided that no such subordination shall occur unless substantially concurrently therewith, any Lien on such property securing any Permitted First Lien Indebtedness, Permitted Second Lien Indebtedness, any Permitted Credit Agreement Refinancing Indebtedness and any Permitted Incremental Equivalent Indebtedness shall also be so subordinated. (iv) In connection with any termination termination, release or release subordination pursuant to this Section 8.8(c9.8(d), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination termination, release or releasesubordination provided, that, other than in the case of a release pursuant to Section 9.8(d)(i) above, the Borrower or other applicable Loan Party shall have provided the Administrative Agent and the Collateral Agent, at least five (5) Business Days prior to the date of the proposed termination, release or subordination, a request for such termination, release or subordination identifying the terms of the termination, release or subordination in reasonable detail, together with a written certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Credit Documents (and the Lenders hereby authorize and direct each Agent to conclusively rely on such certifications in performing its obligations under this Section 9.8(d)). Any execution and delivery of documents pursuant to this Section 8.8(c9.8(d) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: (i) When all Obligations (excluding contingent obligations as to which no claim has been made) have been paid in full and all Term Loan Commitments have terminated, upon the request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit DocumentDocument and the Alon Assets Guarantee, whether or not on the date of such release there may be outstanding Specified Hedge Obligations. (ii) If all the Capital Stock of Equity Interests in any Guarantor Subsidiary held by Parent the GP, the Borrower and the Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale or other disposition such Guarantor Subsidiary shall cease to be a Subsidiary, such Guarantor Subsidiary shall, upon consummation of such sale or other disposition, automatically be discharged and released from its Obligations Guarantee and all security interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person. Upon any sale or other transfer by any Credit Party (other than to Parent the GP, the Borrower or any Restricted Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.510.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person. In connection with any termination or release pursuant to this Section 8.8(c9.8(d), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit PartyParty or to Alon Assets, at such Credit Party’s or Alon Asset’s expense, all documents that such Credit Party or Alon Assets shall reasonably request to evidence such termination or release. . (iii) Each Secured Party authorizes the Collateral Agent, at the request of the Borrower, to (A) subordinate any Lien on any property granted to or held by the Collateral Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 6.2(d), or (B) acknowledge the interests of licensees and lessees in respect of property subject to any Lien granted to or held by the Collateral Agent under any Credit Document pursuant to licenses and leases which are permitted to be entered into by this Agreement. (iv) Any execution and delivery of documents pursuant to this Section 8.8(c9.8(d) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: (i) When all Obligations (excluding contingent obligations as to which no claim has been mademade and the Specified Hedge Obligations and Specified Cash Management Services Obligations) have been paid in full and all Term Loan Commitments have terminated, upon request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document, whether or not on the date of such release there may be outstanding Specified Hedge Obligations or Specified Cash Management Services Obligations. (ii) If (A) any Guarantor Subsidiary shall have been designated as an Unrestricted Subsidiary in accordance with the terms hereof, (B) all the Capital Stock of Equity Interests in any Guarantor Subsidiary held by Parent Holdings, the Borrower and the other Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale hereunder or other disposition such (C) any Guarantor Subsidiary shall cease to be required to be a SubsidiaryDesignated Subsidiary (and, in the case of any wholly owned Subsidiary becoming no longer wholly owned, in connection with the consummation of a joint venture entered into for a valid business purpose and permitted hereunder), then such Guarantor Subsidiary shall, upon effectiveness of such designation, or the consummation of such sale or other dispositiontransaction, automatically be discharged and released from its Obligations Guarantee and all security interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person; provided that no such discharge or release shall occur unless (x) substantially concurrently therewith, such Subsidiary shall have been discharged and released from its Guarantee of all Permitted Credit Agreement Refinancing Indebtedness, all Permitted Incremental Equivalent/Ratio Indebtedness (other than Permitted Non-Credit Party Indebtedness) and all Permitted Revolving Indebtedness, and all Liens on the assets of such Subsidiary securing any such Indebtedness shall have been released and (y) in the case of clause (C) solely with respect to a wholly owned Subsidiary becoming no longer wholly owned, no Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and be continuing. Upon any sale or other transfer by any Credit Party (other than to Parent any Credit Party or any Restricted other Designated Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.510.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person. ; provided that no such release shall occur unless substantially concurrently therewith, such Collateral shall cease to be subject to any security interests securing any Permitted Credit Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent/Ratio Indebtedness (other than Permitted Non-Credit Party Indebtedness) or any Permitted Revolving Indebtedness. (iii) Each Secured Party hereby authorizes the Collateral Agent to subordinate, at the request of the Borrower, any Lien on any property granted to or held by the Collateral Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 6.2(b) (solely with respect to clauses (c), (d), (g), (m), (r)(i) and (w) of the definition of “Permitted Encumbrances”), 6.2(d), 6.2(e) (other than Liens on the Equity Interest of any Guarantor Subsidiary), 6.2(l)(i), 6.2(m), 6.2(p)(ii), 6.2(q), 6.2(s), 6.2(t) and 6.2(u). (iv) In connection with any termination termination, release or release subordination pursuant to this Section 8.8(c9.8(d), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination termination, release or releasesubordination. Any execution and delivery of documents pursuant to this Section 8.8(c9.8(d) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: (i) When all Obligations (excluding contingent obligations as to which no claim has been made) have been paid in full and all Term Loan Commitments have terminated, upon request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document. (ii) If (A) any Guarantor Subsidiary shall have been designated as an Unrestricted Subsidiary in accordance with the terms hereof, (B) all the Capital Stock of Equity Interests in any Guarantor Subsidiary held by Parent the Borrower and the Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale hereunder or other disposition such (C) any Guarantor Subsidiary shall cease to be a Subsidiarywholly-owned Subsidiary as a result of the consummation of a joint venture entered into for a valid business purpose and permitted hereunder, then such Guarantor Subsidiary shall, upon effectiveness of such designation, or the consummation of such sale or other dispositiontransaction, automatically be discharged and released from its Obligations Guarantee and all security interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person; provided that no such discharge or release shall occur unless substantially concurrently therewith, such Subsidiary shall have been discharged and released from its Guarantee of all Permitted Credit Agreement Refinancing Indebtedness, all Permitted Incremental Equivalent Indebtedness and all Permitted Revolving Indebtedness, and all Liens on the assets of such Subsidiary securing any such Indebtedness shall have been released. Upon any sale or other transfer by any Credit Party (other than to Parent any Credit Party or any Restricted other Designated Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.510.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person. . (iii) Each Secured Party hereby authorizes the Collateral Agent to subordinate, at the request of the Borrower, any Lien on any property granted to or held by the Collateral Agent under any Collateral Document to the holder of any ​ Lien on such property that is permitted by Section 6.2(b) (solely with respect to Liens permitted under clauses (b), (f), (v) and (o)(i) of the definition of “Permitted Encumbrances”), 6.2(d), 6.2(e) (other than any Liens in the Equity Interests of any Guarantor Subsidiary), 6.2(j), 6.2(l), 6.2(o), 6.2(q) or 6.2(r); provided, that the subordination of any Lien on any property granted to or held by the Collateral Agent shall only be required with respect to any Lien on such property that is permitted by Sections 6.2(e) or 6.2(o) to the extent that the Lien of the Collateral Agent with respect to such property is required to be subordinated to the relevant Permitted Lien in accordance with the documentation governing the Indebtedness that is secured by such Permitted Lien. (iv) In connection with any termination termination, release or release subordination pursuant to this Section 8.8(c9.8(e), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination termination, release or releasesubordination. Any execution and delivery of documents pursuant to this Section 8.8(c9.8(e) shall be without recourse to or representation or warranty by the Administrative Agent or the Collateral Agent.

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary contained herein or in any other Credit Document: (i) When , when all Obligations (excluding contingent obligations as to which no claim has been made, the Designated Swap Obligations and the Designated Cash Management Obligations) have been paid in full and all Term Loan Commitments have terminatedterminated or expired, upon request of the BorrowerCompany, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its the Collateral Agent’s security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document. (ii) , whether or not on the date of such release there may be outstanding Designated Swap Obligations or Designated Cash Management Obligations. Any such release of an Obligations Guarantee shall be deemed subject to the provision that such Obligations Guarantee shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Company or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. If all the Capital Stock of Equity Interests in any Subsidiary Guarantor Subsidiary held by Parent the Company and the Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale or other disposition such Subsidiary Guarantor Subsidiary shall cease to be a Subsidiary, (i) such Subsidiary Guarantor Subsidiary shall, upon consummation of such sale or other disposition, automatically be discharged and released from its obligations under its Obligations Guarantee and the other Collateral Documents, without further action by any Secured Party or any other Person and (ii) upon receipt by the Administrative Agent and the Collateral Agent of a certificate of a Responsible Officer of the Company certifying that such release is permitted hereunder, all security interests created by the Collateral Documents in Collateral owned by such Subsidiary Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person. Upon any sale or other transfer or disposition by any Credit Party (other than to Parent the Company, any Credit Party or, except for a valid business purpose, any other Subsidiary not required to become a Guarantor as a result of such sale or any Restricted Subsidiarytransfer) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person. In connection with any termination or release pursuant to this Section 8.8(c8.8(d), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 8.8(c8.8(d) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: (i) When all Obligations (excluding contingent obligations as to which no claim has been made) have been paid in full and all Term Loan Commitments have terminated, upon request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document. (ii) (A) If (x) any Guarantor Subsidiary shall have been designated as an Unrestricted Subsidiary in accordance with the terms hereof or (y) all the Capital Stock of Equity Interests in any Guarantor Subsidiary held by Parent the Borrower and the Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale or other disposition such Guarantor Subsidiary shall cease to be a SubsidiarySubsidiary of the Borrower, such Guarantor Subsidiary shall, upon effectiveness of such designation, or the consummation of such sale or other disposition, automatically be discharged and released from its Obligations Guarantee and all security interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person. Upon any sale or other transfer by any Credit Party (other than to Parent or any Restricted Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.5, the security interests in ; provided that no such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person. In connection with any termination discharge or release pursuant to this shall occur unless substantially concurrently therewith, such Subsidiary shall have been discharged and released from its Guarantee of all Permitted Section 8.8(c), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense6.1(e) Indebtedness, all documents that Permitted Credit Agreement Refinancing Indebtedness, all Permitted Incremental Equivalent Indebtedness and all Permitted Subordinated Indebtedness, and all Liens on the assets of such Credit Party Subsidiary securing any such Indebtedness shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 8.8(c) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agenthave been released.

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: (i) When all Obligations (excluding contingent obligations as to which no claim has been mademade and the Specified Hedge Obligations and Specified Cash Management Services Obligations) have been paid in full and full, all Term Loan Commitments have terminatedterminated and no Letter of Credit shall be outstanding, upon request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document, whether or not on the date of such release there may be outstanding Specified Hedge Obligations or Specified Cash Management Services Obligations. (ii) (A) If (x) any Guarantor Subsidiary shall have been designated as an Unrestricted Subsidiary in accordance with the terms hereof or (y) all the Capital Stock of Equity Interests in any Guarantor Subsidiary held by Parent the Borrower and the Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale or other disposition such Guarantor Subsidiary shall cease to be a SubsidiarySubsidiary of the Borrower, such Guarantor Subsidiary shall, upon effectiveness of such designation, or the consummation of such sale or other disposition, automatically be discharged and released from its Obligations Guarantee and all security interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person. ; provided that no such discharge or release shall occur unless substantially concurrently therewith, such Subsidiary shall have been discharged and released from its Guarantee of all Permitted Second Lien Indebtedness, all Permitted Credit Agreement Refinancing Indebtedness, all Permitted Incremental Equivalent Indebtedness and all Permitted Subordinated Indebtedness, and all Liens on the assets of such Subsidiary securing any such Indebtedness shall have been released. (A) Upon any sale or other transfer by any Credit Party (other than to Parent the Borrower or any Restricted Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.510.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person. ; provided that no such release shall occur unless substantially concurrently therewith, such Collateral shall cease to be subject to any security interests securing any Permitted Second Lien Indebtedness, any Permitted Credit Agreement Refinancing Indebtedness and any Permitted Incremental Equivalent Indebtedness. (B) Upon receipt by the Collateral Agent of a certificate from an Authorized Officer of the Borrower in form and substance reasonably satisfactory to the Collateral Agent, certifying that (x) the Escrow Cash Release Conditions have been satisfied and the proceeds of the Escrow Cash Collateral will be applied, substantially concurrently with the release thereof, to pay Acquisition Consideration for the Specified Acquisition and related customary fees and expenses and, to the extent permitted by Section 2.5(c), will otherwise be used for working capital and other general corporate purposes of the Borrower and the Restricted Subsidiaries, and/or (y) the proceeds of the Escrow Cash Collateral (or the applicable portion thereof specified in such certificate) will be applied, substantially concurrently with the release thereof, to prepay the Tranche B Term Borrowings pursuant to Section 2.13(d), in each case on the requested date of release of the Escrow Cash Collateral, the Collateral Agent shall release the Escrow Cash Collateral from the Escrow Cash Collateral Account (I) if the Escrow Cash Collateral is to be applied to pay such Acquisition Consideration and related fees and expenses and, to the extent permitted by Section 2.5(c), to be used for such working capital and other general corporate purposes, to the Borrower or (II) if the Escrow Cash Collateral is to be applied to prepay Tranche B Term Borrowings, to the Administrative Agent, on behalf of the Borrower, and upon such release by the Collateral Agent, the Escrow Cash Collateral Control Agreement shall be terminated and all security interests created by the Escrow Cash Collateral Control Agreement or any other Collateral Document in the Escrow Cash Collateral shall be automatically released, without any further action by any Secured Party or any other Person. (C) Upon receipt by the Collateral Agent of a certificate from an Authorized Officer of the Borrower in form and substance reasonably satisfactory to the Collateral Agent (and including reasonably detailed calculations demonstrating satisfaction of the requirement set forth in clause (y) below), certifying that (x) no Default or Event of Default has occurred and is continuing and (y) the Total Leverage Ratio is less than 2.50:1.00, determined as of the last day of the then most recently ended Test Period, the Collateral Agent shall release to the Borrower any Cash or Cash Equivalents constituting Vector Subordinated Note Collateral then on deposit in the Vector Subordinated Note Cash Collateral Account and all security interests created by the Vector Subordinated Note Cash Collateral Control Agreement or any other Collateral Document in such Cash or Cash Equivalents shall be automatically released, without any further action by any Secured Party or any other Person. (iii) Each Secured Party authorizes the Collateral Agent to subordinate, at the request of the Borrower, any Lien on any property granted to or held by the Collateral Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 6.2(d) or 6.2(o); provided that no such subordination shall occur unless substantially concurrently therewith, any Lien on such property securing any Permitted Second Lien Indebtedness, any Permitted Credit Agreement Refinancing Indebtedness and any Permitted Incremental Equivalent Indebtedness shall also be so subordinated. (iv) In connection with any termination termination, release or release subordination pursuant to this Section 8.8(c9.8(d), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination termination, release or releasesubordination. Any execution and delivery of documents pursuant to this Section 8.8(c9.8(d) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: (i) When all Obligations (excluding contingent obligations as to which no claim has been made) have been paid in full and all Term Loan Commitments have terminated, upon the request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document., whether or not on the date of such release there may be outstanding Specified Hedge Obligations. [[NYCORP:3374084v15:3156W: 11/13/2012--12:30 p]] (ii) If all the Capital Stock of Equity Interests in any Guarantor Subsidiary held by Parent the Borrower and the Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale or other disposition such Guarantor Subsidiary shall cease to be a Subsidiary, such Guarantor Subsidiary shall, upon consummation of such sale or other disposition, automatically be discharged and released from its Obligations Guarantee and all security interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person. Upon any sale or other transfer by any Credit Party (other than to Parent the Borrower or any Restricted Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.510.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person. Upon the effectiveness of the designation of any Guarantor Subsidiary as an Unrestricted Subsidiary (other than any MLP Parties becoming Unrestricted Subsidiaries on the Drop Down Date in accordance with the terms hereof), such Guarantor Subsidiary shall automatically be discharged and released from its Obligations Guarantee and all security interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person. In connection with any termination or release pursuant to this Section 8.8(c9.8(d), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination or release. . (iii) Each Secured Party authorizes the Collateral Agent, at the request of the Borrower, to (A) subordinate any Lien on any property granted to or held by the Collateral Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 6.2(d), or (B) acknowledge the interests of licensees and lessees in respect of property subject to any Lien granted to or held by the Collateral Agent under any Credit Document pursuant to licenses and leases which are permitted to be entered into by this Agreement. (iv) Any execution and delivery of documents pursuant to this Section 8.8(c9.8(d) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: (i) When all Obligations (excluding contingent obligations as to which no claim has been mademade and the Specified Hedge Obligations and Specified Cash Management Services Obligations) have been paid in full and full, all Term Loan Commitments have terminatedterminated and no Letter of Credit shall be outstanding, (x) the Guarantees provided in any Credit Document and the Liens and security interests of the Secured Parties encumbering the Collateral shall automatically terminate, and (y) upon request of the Borrower, the General Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its the Secured Parties’ Liens on and security interest interests in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document, whether or not on the date of such release there may be outstanding Specified Hedge Obligations or Specified Cash Management Services Obligations. (ii) If (A) any Guarantor Subsidiary shall have been designated as an Unrestricted Subsidiary in accordance with the terms hereof or (B) any Guarantor Subsidiary shall no longer be a Designated Subsidiary (in accordance with this Agreement and other than as a result of a dividend of a nominal or de minimis percentage of Equity Interests of such Guarantor Subsidiary by the Borrower to its stockholders), and the Borrower so requests, or (C) all the Capital Stock of Equity Interests in any Guarantor Subsidiary held by Parent the Borrower and the Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale or other disposition such Guarantor Subsidiary shall cease to be a SubsidiarySubsidiary of the Borrower, such Guarantor Subsidiary shall, upon effectiveness of such designation or request, or the consummation of such sale or other disposition, automatically be discharged and released from its Obligations Guarantee and all security interests Liens created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person; provided that no such discharge or release shall occur unless substantially concurrently therewith, such Subsidiary shall have been discharged and released from its Guarantee of all Permitted Credit Agreement Refinancing Indebtedness and all Permitted Incremental Equivalent Indebtedness, and all Liens on the assets of such Subsidiary securing any such Indebtedness shall have been released. Upon (i) any sale or other transfer by any Credit Party (other than to Parent the Borrower or any Restricted Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon (ii) the effectiveness of any written consent to the release of the Lien or security interest created under any Collateral Document in encumbering any Collateral pursuant to Section 9.510.5, the Liens and security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person. ; provided that no such release pursuant to clause (i) above shall occur unless, substantially concurrently therewith, such Collateral shall cease to be subject to any Liens securing any Permitted Credit Agreement Refinancing Indebtedness and any Permitted Incremental Equivalent Indebtedness. (iii) Each Secured Party authorizes the Collateral Agent to subordinate, at the request of the Borrower, any Lien on any property granted to or held by the Collateral Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 6.2(d) or 6.2(o); provided that no such subordination shall occur unless substantially concurrently therewith, any Lien on such property securing any Permitted Credit Agreement Refinancing Indebtedness and any Permitted Incremental Equivalent Indebtedness shall also be so subordinated. (iv) In connection with any termination termination, release or release subordination pursuant to this Section 8.8(c9.8(d), the Administrative Agent and the Collateral Agent Agents shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination termination, release or releasesubordination. Any execution and delivery of documents pursuant to this Section 8.8(c9.8(d) shall be without recourse to or warranty by the Administrative Agent or the Collateral any Agent.

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: (i) : When all Obligations (excluding contingent obligations as to which no claim has been mademade and the Specified Hedge Obligations and Specified Cash Management Services Obligations) have been paid in full and all Term Loan Commitments have terminated, upon request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document. , whether or not on the date of such release there may be outstanding Specified Hedge Obligations or Specified Cash Management Services Obligations. If (iiA) If any Guarantor Subsidiary shall have been designated as an Unrestricted Subsidiary in accordance with the terms hereof, (B) all the Capital Stock of Equity Interests in any Guarantor Subsidiary held by Parent Holdings, the Borrower and the other Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale hereunder or other disposition such (C) any Guarantor Subsidiary shall cease to be required to be a SubsidiaryDesignated Subsidiary (and, in the case of any wholly owned Subsidiary becoming no longer wholly owned, in connection with the consummation of a joint venture entered into for a valid business purpose and permitted hereunder), then such Guarantor Subsidiary shall, upon effectiveness of such designation, or the consummation of such sale or other dispositiontransaction, automatically be discharged and released from its Obligations Guarantee and all security interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person; provided that no such discharge or release shall occur unless (x) substantially concurrently therewith, such Subsidiary shall have been discharged and released from its Guarantee of all Permitted Credit Agreement Refinancing Indebtedness, all Permitted Incremental Equivalent/Ratio Indebtedness (other than Permitted Non-Credit Party Indebtedness) and all Permitted Revolving Indebtedness, and all Liens on the assets of such Subsidiary securing any such Indebtedness shall have been released and (y) in the case of clause (C) solely with respect to a wholly owned Subsidiary becoming no longer wholly owned, no Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and be continuing. Upon any sale or other transfer by any Credit Party (other than to Parent any Credit Party or any Restricted other Designated Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.510.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person; provided that no such release shall occur unless substantially concurrently therewith, such Collateral shall cease to be subject to any security interests securing any Permitted Credit Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent/Ratio Indebtedness (other than Permitted Non-Credit Party Indebtedness) or any Permitted Revolving Indebtedness. Each Secured Party hereby authorizes the Collateral Agent to subordinate, at the request of the Borrower, any Lien on any property granted to or held by the Collateral Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 6.2(b) (solely with respect to clauses (c), (d), (g), (m), (r)(i) and (w) of the definition of “Permitted Encumbrances”), 6.2(d), 6.2(e) (other than Liens on the Equity Interest of any Guarantor Subsidiary), 6.2(l)(i), 6.2(m), 6.2(p)(ii), 6.2(q), 6.2(s), 6.2(t) and 6.2(u). In connection with any termination termination, release or release subordination pursuant to this Section 8.8(c9.8(d), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination termination, release or releasesubordination. Any execution and delivery of documents pursuant to this Section 8.8(c9.8(d) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: (i) When all Obligations (excluding contingent obligations as to which no claim has been mademade and the Specified Hedge Obligations and Specified Cash Management Services Obligations) have been paid in full and full, all Term Loan Commitments have terminatedterminated and no Letter of Credit shall be outstanding, upon request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document, whether or not on the date of such release there may be outstanding Specified Hedge Obligations or Specified Cash Management Services Obligations. (ii) (A) If (x) any Guarantor Subsidiary shall have been designated as an Unrestricted Subsidiary in accordance with the terms hereof or (y) all the Capital Stock of Equity Interests in any Guarantor Subsidiary held by Parent the Borrower and the Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale or other disposition such Guarantor Subsidiary shall cease to be a SubsidiarySubsidiary of the Borrower, such Guarantor Subsidiary shall, upon effectiveness of such designation, or the consummation of such sale or other disposition, automatically be discharged and released from its Obligations Guarantee and all security interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person. Upon any sale or other transfer by any Credit Party (other than to Parent or any Restricted Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.5, the security interests in ; provided that no such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person. In connection with any termination discharge or release pursuant to this Section 8.8(c)shall occur unless substantially concurrently therewith, the Administrative Agent such Subsidiary shall have been discharged and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expensereleased from its Guarantee of all Permitted Second Lien Indebtedness, all documents that Permitted Credit Agreement Refinancing Indebtedness, all Permitted Incremental Equivalent Indebtedness and all Permitted Subordinated Indebtedness, and all Liens on the assets of such Credit Party Subsidiary securing any such Indebtedness shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 8.8(c) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agenthave been released.

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: (i) When all Obligations have been paid in full in Cash (excluding contingent obligations as to which no claim has been made) have been paid in full and all Term Loan Commitments have terminated, upon request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document. (iiA) If all the Capital Stock of Equity Interests in any Guarantor Subsidiary held by Parent the Borrower and the Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale or other disposition such Guarantor Subsidiary shall cease to be a SubsidiarySubsidiary of the Borrower, such Guarantor Subsidiary shall, upon effectiveness of such designation, or the consummation of such sale or other disposition, automatically be discharged and released from its Obligations Guarantee and all security interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person. . (B) Upon any sale or other transfer by any Credit Party (other than to Parent the Borrower or any Restricted Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.510.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person. . (iii) In connection with any termination termination, release or release subordination pursuant to this Section 8.8(c9.8(d), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination termination, release or releasesubordination provided, that, other than in the case of a release pursuant to Section 9.8(d)(i) above, the Borrower or other applicable Credit Party shall have provided the Administrative Agent and the Collateral Agent, at least five (5) Business Days prior to the date of the proposed termination, release or subordination, a request for such termination, release or subordination identifying the terms of the termination, release or subordination in reasonable detail, together with a written certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Credit Documents (and the Lenders hereby authorize and direct each Agent to conclusively rely on such certifications in performing its obligations under this Section 9.8(d)). Any execution and delivery of documents pursuant to this Section 8.8(c9.8(d) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: (i) When all Obligations (excluding contingent obligations as to which no claim has been made, the Designated Hedge Obligations and the Designated Cash Management Services Obligations) have been paid in full and full, all Term Loan Commitments have terminatedterminated and no Letter of Credit shall be outstanding, upon request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document, whether or not on the date of such release there may be outstanding Designated Hedge Obligations or Designated Cash Management Services Obligations. (ii) If (A) any Guarantor Subsidiary shall have been designated as an Unrestricted Subsidiary in accordance with the terms hereof, (B) all the Capital Stock of Equity Interests in any Guarantor Subsidiary held by Parent the Borrower and the Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale hereunder or other disposition such (C) any Guarantor Subsidiary shall cease to be a Subsidiarywholly-owned Subsidiary as a result of the consummation of a joint venture entered into for a valid business purpose and permitted hereunder, then such Guarantor Subsidiary shall, upon effectiveness of such designation, or the consummation of such sale or other dispositiontransaction, automatically be discharged and released from its Obligations Guarantee and all security interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person; provided that no such discharge or release shall occur unless substantially concurrently therewith, such Subsidiary shall have been discharged and released from its Guarantee of all Permitted Term Indebtedness, and all Liens on the assets of such Subsidiary securing any such Indebtedness shall have been released. Upon any sale or other transfer by any Credit Party (other than to Parent any Credit Party or any Restricted other Designated Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.510.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person. . (iii) Each Secured Party hereby authorizes the Collateral Agent to subordinate, at the request of the Borrower, any Lien on any property (other than any ABL Priority Collateral) granted to or held by the Collateral Agent under any Collateral Document to the holder of any Lien on such property that is permitted by Section 6.2(b) (solely with respect to Liens permitted under clauses (b), (f), (v) and (o)(i) of the definition of “Permitted Encumbrances”), 6.2(d), 6.2(e) (other than any Liens in the Equity Interests of any Guarantor Subsidiary), 6.2(j), 6.2(l), 6.2(o), 6.2(q) or 6.2(r); provided, that the subordination of any Lien on any property granted to or held by the Collateral Agent shall only be required with respect to any Lien on such property that is permitted by Sections 6.2(e) or 6.2(q) to the extent that the Lien of the Collateral Agent with respect to such property is required to be subordinated to the relevant Permitted Lien in accordance with the documentation governing the Indebtedness that is secured by such Permitted Lien. (iv) In connection with any termination termination, release or release subordination pursuant to this Section 8.8(c9.8(e), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination termination, release or releasesubordination. Any execution and delivery of DMFIRM #406105327 v2 197 documents pursuant to this Section 8.8(c9.8(e) shall be without recourse to or representation or warranty by the Administrative Agent or the Collateral Agent.

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary contained herein or in any other Credit Document: (i) When , when all Obligations (excluding contingent obligations as to which no claim has been made, the Designated Swap Obligations and the Designated Cash Management Obligations) have been paid in full and full, all Term Loan Commitments have terminatedterminated or expired and no Letter of Credit shall be outstanding, upon request of the BorrowerCompany, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its the Collateral Agent’s security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document. (ii) , whether or not on the date of such release there may be outstanding Designated Swap Obligations or Designated Cash Management Obligations. Any such release of an Obligations Guarantee shall be deemed subject to the provision that such Obligations Guarantee shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. If all the Capital Stock of Equity Interests in any Subsidiary Guarantor Subsidiary held by Parent the Company and the Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale or other disposition such Subsidiary Guarantor Subsidiary shall cease to be a Subsidiary, (i) such Subsidiary Guarantor Subsidiary shall, upon consummation of such sale or other disposition, automatically be discharged and released from its obligations under its Obligations Guarantee and the other Collateral Documents, without further action by any Secured Party or any other Person and (ii) upon receipt by the Administrative Agent and the Collateral Agent of a certificate of a Responsible Officer of the Company certifying that such release is permitted hereunder, all security interests created by the Collateral Documents in Collateral owned by such Subsidiary Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person. Upon any sale or other transfer by any Credit Party (other than to Parent the Company, any Credit Party or, except for a valid business purpose, any other Subsidiary not required to become a Guarantor as a result of such sale or any Restricted Subsidiarytransfer) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person. Upon the effectiveness of any obligation to deliver a register of DOE Assets to the lender under any Permitted DOE Facility entered into by the Company or any other Credit Party the terms of which (A) prohibit Liens securing the Obligations on any DOE Assets, the security interests in such DOE Assets created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person, upon delivery by the Company to the Administrative Agent and the Collateral Agent of a certificate of a Responsible Officer of the Company specifically identifying (by type of asset and by purchase order number, serial number or other information) such DOE Assets and certifying that such release is permitted hereunder, and (B) permit Liens securing the Obligations on any DOE Assets on a junior basis, the security interests in such DOE Assets created by the Collateral Documents shall be subordinated to the security interests securing such Permitted DOE Facility pursuant to an intercreditor agreement entered into pursuant to Section 9.25(b). Upon any of (x) the conversion of Chrysler de Venezuela LLC to a 956 Subsidiary, (y) the transfer of substantially all of the assets of Chrysler de Venezuela LLC to a 956 Subsidiary (with Chrysler de Venezuela LLC becoming a Transparent Subsidiary or being dissolved), or (z) the transfer of substantially all of the Equity Interests in Chrysler de Venezuela LLC to a 956 Subsidiary, the security interest created under any Collateral Document in the Equity Interests in Chrysler de Venezuela LLC shall be automatically released, in each case, without further action by any Secured Party, upon delivery by the Company to the Administrative Agent and the Collateral Agent of a certificate of a Responsible Officer certifying that such transaction is permitted under the Credit Documents, and, subject to Section 5.7(i), a new security interest in the Equity Interests of such 956 Subsidiary shall be granted to the Collateral Agent. In connection with any termination or release pursuant to this Section 8.8(c8.8(d), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 8.8(c) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.this

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: (i) When all Obligations have been paid in full (excluding (i) contingent obligations as to which no claim has been mademade and (ii) have been paid unpaid interest, fees and expenses so long as such unpaid interest and expenses are assumed by a borrower under a replacement credit facility on terms set forth in full the draft Credit Agreement among GWG DLP Funding VIII, LLC, a to-be-formed wholly owned subsidiary of GWG Holdings (such subsidiary, the “Exit Facility Borrower”), as borrower, the lenders party thereto and Vida, as administrative agent, in substantially the form filed with the Bankruptcy Court prior to the date hereof, or otherwise reasonably satisfactory to the Administrative Agent) and all Term Loan Commitments have terminated, upon request of the Borrower, the Administrative Agent and Liens granted to the Collateral Agent shall (without notice to, or vote or consent of, any other Secured Party) take such actions as shall be required to release its security interest in all Party by the Credit Parties on any Collateral, and to release all Obligations Guarantees provided for in any Credit Document. (ii) If all the Capital Stock of any Guarantor Subsidiary held by Parent and the Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted by this Agreement, and as a result of such sale or other disposition such Guarantor Subsidiary shall cease to be a Subsidiary, such Guarantor Subsidiary shall, upon consummation of such sale or other disposition, automatically be discharged and released from its Obligations Guarantee and all security interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person. . (ii) Upon any sale or other transfer by any Credit Party (other than to Parent the Borrower or any Restricted Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.510.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person. . (iii) In connection with any termination termination, release or release subordination pursuant to this Section 8.8(c9.8(c), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination termination, release or releasesubordination, provided, that, other than in the case of a release pursuant to Section 9.8(c)(i) above, the Borrower or other applicable Credit Party shall have provided the Administrative Agent and the Collateral Agent, at least five (5) Business Days prior to the date of the proposed termination, release or subordination, a request for such termination, release or subordination identifying the terms of the termination, release or subordination in reasonable detail, together with a written certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Credit Documents (and the Lenders hereby authorize and direct each Agent to conclusively rely on such certifications in performing its obligations under this Section 9.8(c)). Any execution and delivery of documents pursuant to this Section 8.8(c9.8(c) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.;