Common use of Release of Collateral or Guarantors Clause in Contracts

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Agent to release or subordinate any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold by a Loan Party in a Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreement) and (iii) all of the Collateral and all Loan Parties, upon (A) termination of the Commitments and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations that the Administrative Agent and the Collateral Agent have been notified in writing are then due and payable and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C Issuer. Each Lender Party hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expense, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10.

Release of Collateral or Guarantors. Each Lender Party and Holder hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Equity Interests of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Transaction Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties Lenders and Holders against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Transaction Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 this Agreement after giving effect to such Sale transaction have been granted, (ii) any property subject to a Lien permitted hereunder to in reliance upon clause (xiii) of the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreement) definition of Permitted Liens and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination indefeasible payment in full in cash of the Commitments and all Secured Hedging Support Documents, Obligations (B) payment and satisfaction in full other than any indemnity obligations of all Loans, all L/C Reimbursement Obligations and all other Obligations any Credit Party under the Transaction Documents that the Administrative Agent and the Collateral Agent have been notified in writing are not then due and payable or for which any events or claims that would give rise thereto are not then pending) under the Transaction Documents and termination of the Transaction Documents (including all commitments (if any) to lend hereunder) and (CB) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative extent requested by Agent, receipt by Agent and the applicable L/C Issuer. Each Lender Party hereby directs the Collateral Agent, Lenders and the Collateral Agent hereby agrees at the Borrower’s expense, upon receipt Holders of reasonable advance notice liability releases from the Borrower, Credit Parties each in form and substance acceptable to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10Agent.

Release of Collateral or Guarantors. Each Lender Party (a) The Agents, the Lenders and the Issuing Banks hereby consents irrevocably agree that the Liens granted to the release and hereby directs the Collateral Agent to release or subordinate any Lien held by the Credit Parties on any Collateral Agent for the benefit of the Secured Parties against shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale, transfer or other disposition of such Collateral (including as part of or in connection with any Collateral that is Sold by a Loan Party in a Sale (other sale, transfer or other disposition permitted hereunder) to any Person other than a Sale to another Loan Credit Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Administrative Agents and Collateral Agent may rely conclusively on a certificate to be granted in such Collateral pursuant that effect provided to Section 7.10 after giving effect to such Sale have been grantedit by any Credit Party upon its reasonable request without further inquiry), (iiiii) any property subject to a Lien permitted hereunder to the extent such Collateral is comprised of property constitutes “Excluded Property” leased to a Credit Party by a Person that is not a Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 12.10), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under its Guarantee, (vi) as defined required by Collateral Agent to effect any sale, transfer or other disposition of Collateral in the Guaranty and Security Agreement) and (iii) all connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents, and (vii) upon the request of the Company, any asset or property of any Credit Party included in the Collateral to the extent such asset or property is not required by the Collateral and Guarantee Requirement to be included in the Collateral, so long as upon the release of the Collateral Agent’s Lien on such asset or property, such property or asset is no longer included in the Borrowing Base and the Company shall continue to be in compliance with the Collateral and Guarantee Requirement. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon all Loan interests retained by the Credit Parties, upon (A) termination including the proceeds of any disposition, all of which shall continue to constitute part of the Commitments Collateral except to the extent otherwise released in accordance with the provisions of the Credit Documents. Additionally, the Agents, the Lenders and all Secured Hedging Support Documentsthe Issuing Banks hereby irrevocably agree that each Guarantor shall be released from its Guarantee upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, (B) payment or otherwise becoming an Excluded Subsidiary. The Lenders and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations that the Issuing Banks hereby authorize the Administrative Agent Agents and the Collateral Agent have been notified in writing are then due and payable and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C Issuer. Each Lender Party hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expense, upon receipt of reasonable advance notice from the Borroweras applicable, to execute and deliver any instruments, documents, and agreements necessary or file desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or any Issuing Bank. Any representation, warranty or covenant contained in any Credit Document relating to any such documents released Collateral or Guarantor shall no longer be deemed to be repeated. (b) Upon the occurrence of the Payment in Full Date, upon request of the Company, the Administrative Agents and/or the Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Secured Creditor) take such actions as shall be required to release its security interest in all Collateral, and to perform release all obligations under, and terminate, any Credit Document, whether or not on the date of such release and termination there may be any (i) Secured Bank Product Obligations or (ii) any contingent indemnification obligations or other actions reasonably necessary contingent obligations not then due and payable. Any such release and termination of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the guaranties and Liens when and Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as directed in this Section 10.10a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the automatic release and hereby directs the Collateral Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of any Borrower from its guaranty of any Obligation of any Loan Party if all of the Securities of such Subsidiary owned by any Group Member are Sold in a Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Sale, such Subsidiary would not be a Borrower hereunder or required to guaranty any Obligations; and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold by a Loan Party in a Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreement) and (iiiii) all of the Collateral and all Loan Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and by the holder of such Obligation, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or a back-up letter of credit excluding contingent Obligations as to which no claim has been issuedasserted), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties reasonably satisfactory to the Administrative Agent and each Indemnitee that is owed such Obligations and (D) to the applicable L/C Issuerextent requested by the Administrative Agent, receipt by the Secured Parties of liability releases from the Loan Parties each in form and substance acceptable to the Administrative Agent. Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the BorrowerBorrower Representative, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of Section 12.10(b)(ii), release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Equity Interests in such Subsidiary owned directly or indirectly by the Borrower are disposed of in an Asset Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Asset Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 8.12; and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold disposed of by a Loan Party the Borrower or any of its Subsidiaries in a an Asset Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined described in the Guaranty and Security AgreementSection 9.02(c) and (iii) all of the Collateral and all Loan Partiesheld directly or indirectly by the Borrower, upon (Aw) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (Bx) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and payable, (Cy) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued)contingent Obligations, in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnified Party that is owed such Obligations and (z) to the applicable L/C Issuerextent requested by the Administrative Agent, receipt by the Secured Parties of liability releases from the Obligors each in form and substance acceptable to the Administrative Agent. Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties guarantees and Liens when and as directed in this Section 10.1012.10.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of Section 12.10(b)(ii), release or subordinate subordinate) the following: (a) any Subsidiary of Borrower from its guaranty of any Obligation of any Obligor if all of the Equity Interests in such Subsidiary owned by any Obligor or any of its Subsidiaries are disposed of in an Asset Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Asset Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 8.12; and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold disposed of by a Loan Party an Obligor in a an Asset Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 8.12 after giving effect to such Asset Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined described in the Guaranty and Security AgreementSection 9.02(d) and (iii) all of the Collateral and all Loan PartiesObligors, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued)contingent Obligations, in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Majority Lenders and each Indemnitee that is owed such Obligations and (D) to the extent requested by Administrative Agent Agent, receipt by the Secured Parties of liability releases from the Obligors each in form and the applicable L/C Issuersubstance acceptable to Administrative Agent. Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.1012.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Appropriate Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of a Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.13; and (b) any Lien held by the Collateral Appropriate Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 4.13 after giving effect to such Sale transaction have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon subsection 5.1(h) or (as defined in the Guaranty and Security Agreementi) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations (other than unasserted contingent indemnification obligations) under the Loan Documents and all Obligations arising under Secured Rate Contracts, that the Administrative Appropriate Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or or, as an alternative to cash collateral, in the case of any Letter of Credit Obligation, receipt by the Appropriate Agent of a back-up letter of credit has been issued), credit) in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to such Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations (other than L/C Reimbursement Obligations) as to which no claim has been asserted) and (D) to the Administrative extent requested by an Agent, receipt by such Agent and the applicable Secured Parties of liability releases from the Credit Parties each in form and substance acceptable to such Agent. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral each Agent, and the Collateral each Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Appropriate Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.13; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 4.13 after giving effect to such Sale transaction have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon subsection 5.1(h) or (as defined in the Guaranty and Security Agreementi) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations under the Loan Documents and all Obligations under Secured Rate Contracts that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C Contingent Obligations (or or, in the case of any Letter of Credit Obligation, receipt by Agent of a back-up letter of credit has been issuedcredit), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnitee that is owed such Obligations and (D) to the applicable extent requested by the Agent, receipt by Agent, the Lenders and the L/C IssuerIssuers of liability releases from the Credit Parties each in form and substance acceptable to the Agent. Each Lender Party and L/C Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Secured Party hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Stock of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 5.13; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 5.13 after giving effect to such Sale transaction have been granted, (ii) any property Property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreementreliance upon Section 6.1(h) or 6.1(i) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination the occurrence of the Commitments Facility Termination Date and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loansto the extent requested by Agent, all L/C Reimbursement Obligations and all other Obligations that the Administrative receipt by Agent and the Collateral Agent have been notified Secured Parties of liability releases from the Credit Parties each in writing are then due form and payable and (C) deposit of cash collateral with respect substance reasonably acceptable to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C IssuerAgent. Each Lender Secured Party hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary at the Borrower’s expense to release the guaranties and Liens when and as directed in this Section 10.109.10.

Release of Collateral or Guarantors. Each Lender Party Purchaser hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (c)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Issuer from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Note Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.13; (b) provided no Default or Event of Default has occurred and is continuing, any Domestic Subsidiary of the Issuer from its guaranty of any Obligation if the Subsidiary becomes an Excluded Domestic Subsidiary or a Foreign Subsidiary; and (c) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Note Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 4.13 after giving effect to such Sale transaction have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon Section 5.1(h) or (as defined in the Guaranty and Security Agreementi) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations under the Note Documents and Agent’s receipt of written acknowledgement thereof by each Purchaser (other than the Purchaser that the Administrative Agent and the Collateral Agent have been notified in writing are then due and payable and acts as Agent), (CB) deposit of cash collateral with respect to all L/C contingent Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Required Purchasers and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations as to which no claim has been asserted) and (C) to the extent requested by Agent or the Required Purchasers, receipt by Agent and the applicable L/C IssuerSecured Parties of liability releases from the Credit Parties each in form and substance acceptable to the Required Purchasers. Each Lender Party Purchaser hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the BorrowerIssuer, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of a Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.13; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 4.13 after giving effect to such Sale transaction have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon subsection 5.1(h) or (as defined in the Guaranty and Security Agreementi) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations under the Loan Documents and all Obligations arising under Secured Rate Contracts, that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or or, in the case of any Letter of Credit Obligation, receipt by Agent of a back-up letter of credit has been issuedcredit), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnitee that is, or may be, owed such Obligations and (D) to the extent requested by the Agent, receipt by Agent and the applicable Secured Parties of liability releases from the Credit Parties each in form and substance acceptable to the Agent. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the BorrowerBorrower Representative, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party and Holder hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of a Borrower (other than a Subsidiary that is itself a Borrower) from its guaranty of any Obligation if all of the Equity Interests of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Transaction Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties Lenders and Holders against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Transaction Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 this Agreement after giving effect to such Sale transaction have been granted, (ii) any property subject to a Lien permitted hereunder to in reliance upon clause (xiii) of the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreement) definition of Permitted Liens and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination indefeasible payment in full in cash of the Commitments and all Secured Hedging Support Documents, Obligations (B) payment and satisfaction in full other than any indemnity obligations of all Loans, all L/C Reimbursement Obligations and all other Obligations any Credit Party under the Transaction Documents that the Administrative Agent and the Collateral Agent have been notified in writing are not then due and payable or for which any events or claims that would give rise thereto are not then pending) under the Transaction Documents and termination of the Transaction Documents (including all commitments (if any) to lend hereunder and (CB) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative extent requested by Agent, receipt by Agent and the applicable L/C Issuer. Each Lender Party hereby directs the Collateral Agent, Lenders and the Collateral Agent hereby agrees at the Borrower’s expense, upon receipt Holders of reasonable advance notice liability releases from the Borrower, Credit Parties each in form and substance acceptable to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10Agent.

Release of Collateral or Guarantors. Each Lender Party and each Issuing Bank hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary Guarantor from its guaranty of any Obligation of any Loan Party if all of the Securities of such Subsidiary Guarantor owned by any Group Member are Sold in a Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Sale, such Subsidiary Guarantor would not be required to guaranty any Obligations pursuant to Section 6.18; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold by a Loan Party in a Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 6.18 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon Section 7.2(d) or (as defined in the Guaranty and Security Agreemente) and (iii) all of the Collateral and all Loan Parties, upon (A) termination of the Commitments and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Letters of Credit and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and payable, (CB) deposit of cash collateral with respect to all L/C contingent Obligations (or including Secured Hedging Obligations), in amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnitee that is owed such Obligations (and, in the case of any contingent amounts due in respect of Letters of Credit and unreimbursed participations in LC Disbursements, a back-up letter of credit has been issuedissued or cash collateral has been deposited), and (C) to the extent requested by the Administrative Agent, receipt by the Secured Parties of liability releases from the Loan Parties each in an amount equal to 105% of such L/C Obligation form and with parties satisfactory substance acceptable to the Administrative Agent and the applicable L/C IssuerAgent. Each Lender Party and each Issuing Bank hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.109.12.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation of any Loan Party if all of the Securities of such Subsidiary owned by any Group Member are Sold in a Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 7.10; and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold by a Loan Party in a Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon Section 8.2(d) or (as defined in the Guaranty and Security Agreemente) and (iii) all of the Collateral and all Loan Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and payable, (C) deposit of cash collateral with respect to all contingent Obligations (or, in the case of any L/C Obligations (or Obligation, a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnitee that is owed such Obligations and (D) to the applicable extent requested by the Administrative Agent, receipt by the Secured Parties of liability releases from the Loan Parties each in form and substance acceptable to the Administrative Agent. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.13; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 4.13 after giving effect to such Sale transaction have been granted, (ii) any property Property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon subsection 5.1(h) or (as defined in the Guaranty and Security Agreementi) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations under the Loan Documents and all Obligations arising under Secured Rate Contracts, that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations and (D) to the Administrative extent requested by Agent, receipt by Agent and the applicable L/C IssuerSecured Parties of liability releases from the Credit Parties each in form and substance acceptable to Agent. Each Lender Party hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release, and the Administrative Agent hereby agrees, (or, in the case of Section 12.10(b), release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation of any Obligor (i) if all of the Equity Interests in such Subsidiary owned by any Obligor or any of its Subsidiaries are disposed of in an Asset Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Asset Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 8.12(a) and (ii) upon (x) termination of the Commitments and (y) payment and satisfaction in full of all Loans and all other Obligations that the Administrative Agent has been notified in writing are then due and payable (other than inchoate indemnification and expense reimbursement obligations for which no claim has been made); and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold disposed of by a Loan Party an Obligor in a an Asset Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” described in Section 9.02(c) or (as defined in the Guaranty and Security Agreement) j), and (iii) all of the Collateral and all Loan PartiesObligors, upon (Ax) termination of the Commitments and all Secured Hedging Support Documents, (By) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable (other than inchoate indemnification and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit expense reimbursement obligations for which no claim has been issuedmade), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C Issuer. Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties guarantees and Liens when and as directed in this Section 10.1012.10 and deliver to the Borrower, at the expense of the Borrower, any portion of such Collateral so released pursuant to this Section 12.10 that is in possession of the Administrative Agent. In addition, in connection with any Permitted Licenses, each Lender hereby authorizes Administrative Agent to, and at the request of the Borrower, the Administrative Agent shall, negotiate and enter into a non-disturbance agreement and other similar agreements in form and substance reasonably satisfactory to Administrative Agent. Notwithstanding the foregoing or anything to the contrary herein, (i) the release of any Obligor from its guaranty of any Obligations under this Section 12.10 or otherwise hereunder shall only be permitted if any such permitted transaction or series of related transactions is not consummated for the primary purpose of effecting a release of such Obligor from its Obligations under the Loan Documents in accordance with the terms hereof, and (ii) the Administrative Agent may not effect a release of any Obligor that ceases to be an Obligor due solely to a disposition of Equity Interests in (or issuance of Equity Interests by) such Obligor, unless in the case of this clause (ii) the transaction related to such release is a disposition of Equity Interests for fair market value to an unaffiliated third party and for a bona fide primary business purpose.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Restricted Subsidiary of the Borrower from its guaranty of any Obligation if (i) such Restricted Subsidiary becomes an Excluded Subsidiary or (ii) all of the Stock of such Restricted Subsidiary owned by any Credit Party is sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Restricted Subsidiary would, in each case not be required to guaranty any Obligations pursuant to Section 5.13; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold (x) sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent)) or (y) held by a Credit Party that becomes an Excluded Subsidiary, in each case, to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 5.13 after giving effect to such Sale transaction have been granted, (ii) any property Property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreementreliance upon Section 6.1(h) or 6.1(i) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination the occurrence of the Commitments Facility Termination Date and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loansto the extent requested by Agent, all L/C Reimbursement Obligations and all other Obligations that the Administrative receipt by Agent and the Collateral Agent have been notified Secured Parties of liability releases from the Credit Parties each in writing are then due form and payable and (C) deposit of cash collateral with respect substance reasonably acceptable to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C IssuerAgent. Each Lender Party hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary at the Borrower’s expense to release the guaranties and Liens when and as directed in this Section 10.109.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (c)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.13; (b) provided no Default or Event of Default has occurred and is continuing, any Domestic Subsidiary of the Borrower from its guaranty of any Obligation if the Subsidiary becomes an Excluded Domestic Subsidiary or a Foreign Subsidiary; and (c) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 4.13 after giving effect to such Sale transaction have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon Section 5.1(h) or (as defined in the Guaranty and Security Agreementi) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations under the Loan Documents and all Obligations arising under Secured Rate Contracts and Banking Service Obligations that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or or, as an alternative to cash collateral, in the case of any Letter of Credit Obligation, receipt by Agent of a back-up letter of credit has been issued), credit) in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations (other than L/C Reimbursement Obligations) as to which no claim has been asserted) and (D) to the Administrative extent requested by Agent, receipt by Agent and the applicable Secured Parties of liability releases from the Credit Parties each in form and substance acceptable to Agent. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of Section 12.10(b)(ii), release or subordinate subordinate) the following: (a) any Subsidiary of Borrower from its guaranty of any Obligation of any Obligor if all of the Equity Interests in such Subsidiary owned by any Obligor or any of its Subsidiaries are disposed of in an Asset Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Asset Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 8.12; and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold disposed of by a Loan Party an Obligor in a an Asset Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such any Collateral pursuant to Section 7.10 8.12 after giving effect to such Asset Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined described in the Guaranty and Security AgreementSection 9.02(d) and (iii) all of the Collateral and all Loan PartiesObligors, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued)contingent Obligations, in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Majority Lenders and each Indemnitee that is owed such Obligations and (D) to the extent requested by Administrative Agent Agent, receipt by the Secured Parties of liability releases from the Obligors each in form and the applicable L/C Issuersubstance acceptable to Administrative Agent. Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.1012.10.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Agent to release the following: (a) any Subsidiary of Parent from its guaranty of any Obligation of any Obligor if all of the Equity Interests in such Subsidiary owned by any Obligor or subordinate any of its Subsidiaries are disposed of in an Asset Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Asset Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 8.12(a); and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold disposed of by a Loan Party an Obligor in a an Asset Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, and (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreement) and (iii) all of the Collateral and all Loan PartiesObligors, upon (Aw) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (Bx) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations (other than inchoate indemnification and expense reimbursement obligations for which no Claim has been made) that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and payable, (Cy) deposit of cash collateral with respect to all L/C contingent Obligations (or a back-up letter of credit other than inchoate indemnification and expense reimbursement obligations for which no Claim has been issuedmade), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnified Party that is owed such Obligations, and (z) to the applicable L/C Issuerextent requested by the Agent, receipt by the Secured Parties of liability releases from the Obligors, each in form and substance acceptable to the Agent. Each Lender Party hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the BorrowerParent, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties Guaranties and Liens when and as directed in this Section 10.1012.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.12; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 4.12 after giving effect to such Sale transaction have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon either of subsection 5.1(h) or (as defined in the Guaranty and Security Agreementi) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations (other than unasserted contingent indemnification obligations) under the Loan Documents, that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or or, as an alternative to cash collateral, in the case of any Letter of Credit Obligation, receipt by Agent of a back-up letter of credit has been issued), credit) in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to Agent and each Indemnitee that is, or may be, owed such Obligations (excluding unasserted contingent indemnification obligations (other than L/C Reimbursement Obligations)) and (D) to the Administrative extent requested by Agent, receipt by Agent and the applicable Secured Parties of liability releases from the Credit Parties each in form and substance reasonably acceptable to Agent. In addition, the Lenders hereby authorize Agent, at its option and its discretion, to subordinate or release any Lien granted to or held by Agent upon any Collateral to any Lien on such asset permitted pursuant to subsection 5.1(h) or 5.1(i). Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release particular types or items of Collateral, or subordinate its Lien, pursuant to this Section 8.10. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (ii)(B) below, release or subordinate subordinate) the following: (i) any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Equity Interests of such Subsidiary owned by any Loan Party are sold or transferred in a transaction expressly permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to the Loan Documents; and (ii) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (iA) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Party in a Sale (other than a Sale to another Loan Party) transaction expressly permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 the Loan Documents after giving effect to such Sale transaction have been granted, (iiB) any property Property subject to a Lien permitted hereunder to in reliance upon clause (c) of the extent such property constitutes “Excluded Property” definition of Permitted Indebtedness and clause (as defined in a) of the Guaranty and Security Agreement) definition of Permitted Liens and (iiiC) all of the Collateral and all Loan Parties, upon (Ax) termination the occurrence of the Commitments Termination Date and all Secured Hedging Support Documents(y) to the extent requested by Agent, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations that the Administrative receipt by Agent and the Collateral Agent have been notified Lenders of liability releases from the Loan Parties each in writing are then due form and payable and (C) deposit of cash collateral with respect substance acceptable to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C IssuerAgent. Each Lender Party hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance written notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.1010.11(k).

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 5.13; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 5.13 after giving effect to such Sale transaction have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon subsection 6.1(h) or (as defined in the Guaranty and Security Agreementi) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination the occurrence of the Commitments and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations that the Administrative Agent and the Collateral Agent have been notified in writing are then due and payable and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C IssuerTermination Date. Each Lender Party hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release, and the Administrative Agent hereby agrees, (or, in the case of Section 12.10(b), release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation of any Obligor (i) if such Subsidiary ceases to be a Subsidiary of such Obligor as a result of a transaction permitted under and in accordance with the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to Guaranty any Obligations pursuant to Section 8.11(a) or (ii) upon (x) termination of the Commitments and (y) payment and satisfaction in full of all Loans and all other Obligations that the Administrative Agent has been notified in writing are then due and payable (other than inchoate indemnification and expense reimbursement obligations for which no claim has been made); and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold disposed of by an Obligor as a Loan Party result of a transaction permitted under and in a Sale (other than a Sale to another Loan Party) permitted by accordance with the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” described in Section 9.02(c) or (as defined in the Guaranty and Security Agreement) j), and (iii) all of the Collateral and all Loan PartiesObligors, upon (Ax) termination of the Commitments and all Secured Hedging Support Documents, (By) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable (other than inchoate indemnification and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit expense reimbursement obligations for which no claim has been issuedmade), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C Issuer. Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties guarantees and Liens when and as directed in this Section 10.1012.10 and deliver to the Borrower, at the expense of the Borrower, any portion of such Collateral so released pursuant to this Section 12.10 that is in possession of the Administrative Agent. In addition, in connection with any Permitted Licenses, each Lender hereby authorizes Administrative Agent to, and at the request of the Borrower, the Administrative Agent shall, negotiate and enter into a non-disturbance agreement and other similar agreements in form and substance reasonably satisfactory to Administrative Agent. Notwithstanding the foregoing or anything to the contrary herein, (i) the release of any Obligor from its guaranty of any Obligations under this Section 12.10 or otherwise hereunder shall only be permitted if any such permitted transaction or series of related transactions is not consummated for the primary purpose of effecting a release of such Obligor from its Obligations under the Loan Documents in accordance with the terms hereof, and (ii) the Administrative Agent may not effect a release of any Obligor that ceases to be an Obligor due solely to a disposition of Equity Interests in (or issuance of Equity Interests by) such Obligor, unless in the case of this clause (ii) the transaction related to such release is a disposition of Equity Interests for fair market value to an unaffiliated third party and for a bona fide primary business purpose.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of a Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent); and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreementreliance upon subsection 5.1(h) or 5.1(i) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations under the Loan Documents and all Obligations arising under Secured Rate Contracts, that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or or, as an alternative to cash collateral in the case of any Letter of Credit Obligation, receipt by Agent of a back-up letter of credit has been issuedcredit), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations (other than L/C Reimbursement Obligations) as to which no claim has been asserted) and (D) to the Administrative extent requested by Agent, receipt by Agent and the applicable Secured Parties of liability releases from the Credit Parties each in form and substance acceptable to Agent. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable at least five (5) Business Days’ advance notice from the BorrowerBorrower Representative, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate), and the Administrative Agent shall release (or, in the case of clause (b)(ii) below, release or subordinate) the following: (a) any Subsidiary of the Borrower (and, in the case of (iv), each Guarantor) from its guaranty of any Obligation (i) if all or substantially all of the Capital Stock of such Subsidiary owned by any Loan Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), (ii) if all or substantially all the property of such Subsidiary owned by any Loan Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent) and such Subsidiary is concurrently wound up or otherwise no longer required to be a Guarantor hereunder, (iii) if the Borrower, at its option, otherwise causes any Excluded Subsidiary to become a Guarantor and subsequently wants such Subsidiary to be released from its guaranty; provided, that the designation of any such Loan Party as an Excluded Subsidiary (other than for the purpose of avoiding any adverse tax consequences to the Borrower and its Subsidiaries as a result of any changes following the time such Excluded Subsidiary initially became a Guarantor) shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the net assets of such Loan Party (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.7) and the Borrower shall have delivered a certificate of a Responsible Officer to the Administrative Agent certifying that such Subsidiary has become an Excluded Subsidiary and, with respect to any Loan Party, that such designation is permitted and (iv) upon the Discharge of Obligations; and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Party to a Person other than a Loan Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property Property subject to a Lien permitted hereunder in reliance upon Section 7.3(h) and/or Section 7.3(l) (to the extent such property constitutes “Excluded Property” (as defined the relevant Lien is of the type described in the Guaranty and Security Agreement) and Section 7.3(h)), (iii) all of the Collateral and all Loan Parties, upon (A) termination the Discharge of the Commitments Obligations and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loansto the extent requested by Administrative Agent, all L/C Reimbursement Obligations and all other Obligations that the receipt by Administrative Agent and the Secured Parties of liability releases from the Loan Parties each in form and substance reasonably acceptable to Administrative Agent, (iv) any Property ceases to constitute Collateral Agent in accordance with the terms of the Loan Documents and the Loan Parties shall have been notified in writing are then due and payable and (C) deposit delivered a certificate of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory Responsible Officer to the Administrative Agent and certifying that such Property is no longer Collateral and/or (v) if such Property is owned by a Loan Party, upon the applicable L/C Issuerrelease of such Loan Party from its Guaranty in accordance with Section 9.10(a). Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary at the Borrower’s expense to release the guaranties and Liens when and as directed in this Section 10.109.10.

Release of Collateral or Guarantors. Each Lender Secured Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of a Borrower from its guaranty of any Obligation if all of the Equity Interests of such Subsidiary owned by any Loan Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 7.12; and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 7.12 after giving effect to such Sale transaction have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreementreliance upon Section 8.01(i) and (iii) all of the Collateral and all Loan Parties, upon (A) termination the occurrence of the Commitments Maturity Date and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loansto the extent requested by the Administrative Agent, all L/C Reimbursement Obligations and all other Obligations that receipt by the Administrative Agent and the Collateral Agent have been notified Secured Parties of liability releases from the Loan Parties each in writing are then due form and payable and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory substance reasonably acceptable to the Administrative Agent and the applicable L/C IssuerAgent. Each Lender Secured Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Parent Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary at the Borrowers’ expense to release the guaranties and Liens when and as directed in this Section 10.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of a Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent); and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreementreliance upon subsection 5.1(h), 5.1(i), 5.1(o) or 5.1(p), and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations under the Loan Documents and all Obligations arising under Secured Rate Contracts, that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and (or, as an alternative with respect to Obligations arising under Secured Rate Contracts, other arrangements acceptable to the holder of such Obligations are made), (C) deposit of cash collateral with respect to all L/C contingent Obligations (or or, as an alternative to cash collateral in the case of any Letter of Credit Obligation, receipt by Agent of a back-up letter of credit has been issuedcredit), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations (other than L/C Reimbursement Obligations) as to which no claim has been asserted) and (D) to the Administrative extent requested by Agent, receipt by Agent and the applicable Secured Parties of liability releases from the Credit Parties each in form and substance acceptable to Agent. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable at least five (5) Business Days’ advance notice from the BorrowerBorrower Representative, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.13; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 4.13 after giving effect to such Sale transaction have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon subsection 5.1(h) or (as defined in the Guaranty and Security Agreementi) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations under the Loan Documents and all Obligations arising under Secured Rate Contracts, that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or or, as an alternative to cash collateral, in the case of any Letter of Credit Obligation, receipt by Agent of a back-up letter of credit has been issued), credit) in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations (other than L/C Reimbursement Obligations) as to which no claim has been asserted) and (D) to the Administrative extent requested by Agent, receipt by Agent and the applicable Secured Parties of liability releases from the Credit Parties each in form and substance acceptable to Agent. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.13; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 4.13 after giving effect to such Sale transaction have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon subsection 5.1(h) or (as defined in the Guaranty and Security Agreementi) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations under the Loan Documents that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (CB) deposit of cash collateral with respect to all L/C contingent Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations as to which no claim has been asserted) and (C) to the Administrative extent requested by Agent, receipt by Agent and the applicable L/C IssuerSecured Parties of liability releases from the Credit Parties each in form and substance acceptable to Agent. Each Lender Party hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Restricted Subsidiary of a Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Restricted Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent); and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreementreliance upon subsection 5.1(h) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations under the Loan Documents and all Obligations arising under Secured Rate Contracts, that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or or, as an alternative to cash collateral in the case of any Letter of Credit Obligation, receipt by Administrative Agent of a back-up letter of credit has been issuedcredit), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to Administrative Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations (other than L/C Reimbursement Obligations) as to which no claim has been asserted) and (D) to the extent requested by Administrative Agent, receipt by Administrative Agent and the applicable Secured Parties of liability releases from the Credit Parties each in form and substance acceptable to Administrative Agent. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable at least five (5) Business Days’ advance notice from the BorrowerBorrower Representative, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of a Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent); and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property Property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreementreliance upon subsection 6.7(c) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Letter of Credit Obligations and all other Obligations under the Loan Documents, all Obligations arising under Secured Rate Contracts and all Bank Products Obligations, that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or or, as an alternative to cash collateral in the case of any Letter of Credit Obligation, receipt by Agent of a back-up letter of credit has been issuedcredit), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations (other than Letter of Credit Obligations) as to which no claim has been asserted) and (D) to the Administrative extent requested by Agent, receipt by Agent and the applicable Secured Parties of liability releases from the Credit Parties each in form and substance acceptable to Agent. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable at least five (5) Business Days’ advance notice from the BorrowerBorrowers, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.109.10.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Agent to release or subordinate (a) Any Restricted Subsidiary of any Lien held by the Collateral Agent for the benefit Borrower shall be automatically released from its Guarantee of the Secured Parties against any Obligation (i) if all of the Stock and Stock Equivalents of such Restricted Subsidiary owned by any Collateral that is Sold by a Loan Credit Party in a Sale are sold or transferred (other than a Sale to another Loan Credit Party) or such Restricted Subsidiary otherwise ceases to be a direct or indirect Subsidiary of any Parent, in each case, in a transaction permitted by under the Loan Documents (including including, without limitation, pursuant to a valid waiver or consent), (ii) upon written notice by the Borrowers to the extent all Liens required Agent if such Restricted Subsidiary ceases to be granted a Domestic Subsidiary, in such Collateral each case, in a transaction permitted under the Loan Documents (including, without limitation, pursuant to a valid waiver or consent), or becomes an Excluded Subsidiary in a transaction permitted under the Loan Documents (including, without limitation, pursuant to a waiver or consent) and (iii) upon Payment in Full (subject to Section 7.10 after giving effect 8.1 of the Guaranty and Security Agreement); provided that no such release shall occur if such Restricted Subsidiary continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness. (b) Any Lien held by the Agent for the benefit of the Secured Parties or otherwise against (i) any Property that is sold, transferred, conveyed or otherwise disposed of by a Credit Party to a Person that is not a Credit Party in a transaction permitted by the Loan Documents (including, without limitation, pursuant to a valid waiver or consent) shall be automatically released upon consummation of such Sale have been granteddisposition, (ii) any property Property subject to a Lien permitted hereunder in reliance upon Section 5.1(h), 5.1(i), 5.1(x), 5.1(y), 5.1(z) or 5.1(hh) shall be released or subordinated (in the manner necessary and reasonably requested by the Borrowers) upon the written request of the Borrowers to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreement) and Agent, (iii) all of the Collateral and all Loan Parties, Credit Parties shall be automatically released upon Payment in Full (A) termination subject to Section 8.1 of the Commitments Guaranty and all Secured Hedging Support DocumentsSecurity Agreement), (Biv) payment and satisfaction in full of all Loansany Property if approved, all L/C Reimbursement Obligations and all other Obligations that the Administrative Agent and the Collateral Agent have been notified authorized or ratified in writing are then due and payable by Lenders in accordance with the requirements of Section 9.1 shall be automatically released upon the effectiveness of such writing, and (Cv) deposit of cash collateral with respect to all L/C Obligations (or any Property owned by a back-up letter of credit has been issued), in an amount equal to 105% Restricted Subsidiary shall be automatically released upon release of such L/C Obligation and with parties satisfactory Restricted Subsidiary from its Guarantee of Obligations pursuant to the Administrative Agent and the applicable L/C Issuer. clause (a) above. (c) Each Lender Party hereby directs the Collateral AgentAgent to, and the Collateral Agent hereby agrees at the Borrower’s expenseshall, upon receipt the request of reasonable advance notice from the BorrowerBorrowers, to execute and deliver or file such documents and to perform such other actions reasonably necessary or reasonably requested by the Borrowers to evidence or effect the release the guaranties and/or subordination of Guarantees and Liens when and as directed in accordance with this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender (a) Any Subsidiary of the Borrower shall be automatically released from its Guarantee of any Obligation (i) if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party hereby consents are sold or transferred (other than to another Credit Party) or such Subsidiary otherwise ceases to be a direct or indirect Subsidiary of the release Borrower, in each case, in a transaction permitted under the Loan Documents (including, without limitation, pursuant to a valid waiver or consent) and hereby directs (ii) upon Payment in Full (subject to Section 8.1 of the Collateral Agent to release or subordinate any Guaranty and Security Agreement). (b) Any Lien held by the Collateral Agent for the benefit of the Secured Parties or otherwise against (i) any Collateral Property that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party to a Person that is not a Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including including, without limitation, pursuant to a valid waiver or consent), to the extent all Liens required to ) shall be granted in automatically released upon consummation of such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granteddisposition, (ii) any property Property subject to a Lien permitted hereunder in reliance upon Section 5.1(h), 5.1(i), 5.1(x), 5.1(y) or 5.1(z) shall be released or subordinated (in the manner necessary and reasonably requested by the Borrower) upon the written request of the Borrower to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreement) and Agent, (iii) all of the Collateral and all Loan Parties, Credit Parties shall be automatically released upon Payment in Full (A) termination subject to Section 8.1 of the Commitments Guaranty and all Secured Hedging Support DocumentsSecurity Agreement), (Biv) payment any Property if approved, authorized or ratified in writing by Lenders in accordance with the requirements of Section 9.1 shall be automatically released upon the effectiveness of such writing, and satisfaction in full (v) any Property owned by a Subsidiary shall be automatically released upon release of all Loans, all such Subsidiary from its Guarantee of Obligations pursuant to clause (a) above. (c) Each Lender and L/C Reimbursement Obligations and all other Obligations that the Administrative Agent and the Collateral Agent have been notified in writing are then due and payable and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C Issuer. Each Lender Party Issuer hereby directs the Collateral AgentAgent to, and the Collateral Agent hereby agrees at the Borrower’s expenseshall, upon receipt the request of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform such other actions reasonably necessary or reasonably requested by the Borrower to evidence or effect the release the guaranties and/or subordination of Guarantees and Liens when and as directed in accordance with this Section 8.10. (d) For the avoidance of doubt, nothing in this Section 10.108.10 shall be construed to permit the release of any Subsidiary of the Borrower from its Guarantee or the release of any Lien on all or any portion of the Collateral, in each case to the extent such release would require the consent of all Lenders directly and adversely affected thereby in accordance with clause (vi) of Section 9.1(a), unless such consent shall have been obtained.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation of any Loan Party if all of the Securities of such Subsidiary owned by any Group Member are Sold in a Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 7.10; and (b) any Lien held by the Collateral Administrative Agent for the benefit of any of the Secured Parties against (i) any Collateral that is Sold by a Loan Party in a Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon Section 8.2(d) or (as defined in the Guaranty and Security Agreemente) and (iii) all of the Collateral and all Loan Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and by the holder of such Obligation, (C) deposit of cash collateral with respect to all contingent Obligations (other than contingent indemnification obligations as to which no claim has been asserted) (or, in the case of any L/C Obligations (or Obligation, a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnitee that is owed such Obligations and (D) to the applicable extent requested by the Administrative Agent, receipt by the Secured Parties of liability releases from the Loan Parties, each in form and substance acceptable to the Administrative Agent. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.13; and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 4.13 after giving effect to such Sale transaction have been granted, (ii) any property Property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon Section 5.1(h) or (as defined in the Guaranty and Security Agreementi) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination the occurrence of the Commitments Facility Termination Date and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loansto the extent requested by the Administrative Agent, all L/C Reimbursement Obligations and all other Obligations that the receipt by Administrative Agent and the Collateral Agent have been notified Secured Parties of liability releases from the Credit Parties each in writing are then due form and payable substance reasonably acceptable to the Administrative Agent. Each Lender and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to promptly terminate and release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of clause (b)(iii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation of any Obligor if all of the Capital Stock of such Subsidiary owned by the Borrower or any of its Subsidiaries are sold in a sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 5.8; and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold by a Loan Party an Obligor (A) in a Sale (other than a Sale to another Loan Party) sale permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 5.8 after giving effect to such Sale sale have been grantedgranted and with respect to which the relevant Obligor complies with Section 2.5(b), as applicable, or (B) in connection with any Replacement Secured Financing with respect to which the relevant Obligor complies with Section 2.5(a), (ii) any property subject to a Lien permitted hereunder Collateral to the extent the release of any Lien in such property constitutes “Excluded Property” Collateral is permitted or required under any Loan Document (as defined including, without limitation, the proviso in the Guaranty and Security AgreementSection 5.8(b)) and (iii) all of the Collateral and all Loan PartiesObligors, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (as to which claims have been asserted or a back-up letter of credit has been issued)are pending, in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnitee that is owed such Obligations and (D) to the applicable L/C Issuerextent requested by the Administrative Agent, receipt by the Secured Parties of mutual liability releases from the Obligors and the Administrative Agent, each in form and substance acceptable to the Administrative Agent. Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10; provided, that the Administrative Agent shall not be obligated to release any guaranty or Lien pursuant to this Section 8.10 until its receipt from the Borrower of an Officer's Certificate certifying that such release complies with this Section 8.10, and the Administrative Agent shall be fully protected in relying on such Officer's Certificate in connection therewith.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.12; and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 4.12 after giving effect to such Sale transaction have been granted, (ii) any property Property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreementreliance upon Section 5.1(h) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination the occurrence of the Commitments Facility Termination Date and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loansto the extent requested by the Administrative Agent, all L/C Reimbursement Obligations and all other Obligations that the receipt by Administrative Agent and the Collateral Agent have been notified Secured Parties of liability releases from the Credit Parties each in writing are then due form and payable and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory substance acceptable to the Administrative Agent and the applicable L/C IssuerAgent. Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance written notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Without limiting the provision of Section 8.1, each Lender Party and L/C Issuer (including in its capacities as a potential Cash Management Bank and a potential Secured Swap Provider) hereby consents to the release and hereby irrevocably authorizes and directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation and its other obligations under the Loan Documents if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents including the conversion of any Restricted Subsidiary into an Unrestricted Subsidiary (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.10 and 4.12; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against any Property (i) any Collateral that is Sold by a Loan Party in a Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been grantedconstitutes “Excluded Property”, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined if approved, authorized or ratified in the Guaranty and Security Agreement) and writing in accordance with Section 9.1, (iii) all of the Collateral and all Loan Parties, upon (A) termination of the Aggregate Revolving Loan Commitments and all Secured Hedging Support Documents, (B) Aggregate Term Loan Commitments and payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all (other Obligations that the Administrative Agent and the Collateral Agent have than (A) contingent indemnification obligations as to which no claim has been notified in writing are then due and payable asserted and (CB) deposit of cash collateral with respect obligations and liabilities under Secured Rate Contracts and Cash Management Obligations as to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties which arrangements satisfactory to the Administrative applicable Cash Management Bank or Secured Swap Provider shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Agent and the applicable L/C IssuerIssuer shall have been made), and (iv) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Credit Party. Each Lender Party and L/C Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10. Upon request by Agent at any time, the Required Lenders will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 8.10. In each case as specified in this Section 8.10, Agent will, at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 8.10. Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of Section 12.11(b)(ii), release or subordinate subordinate) the following: (a) any Subsidiary of Borrower from its guaranty of any Obligation of any Obligor if all of the Equity Interests in such Subsidiary owned by any Obligor or any of its Subsidiaries are disposed of in an Asset Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Asset Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 8.12; and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold disposed of by a Loan Party an Obligor in a an Asset Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 8.12 after giving effect to such Asset Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined described in the Guaranty and Security AgreementSection 9.02(f) and (iii) all of the Collateral and all Loan PartiesObligors, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued)contingent Obligations, in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Majority Lenders and each indemnitee that is owed such Obligations and (D) to the extent requested by Administrative Agent Agent, receipt by the Secured Parties of liability releases from the Obligors each in form and the applicable L/C Issuersubstance acceptable to Administrative Agent. Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.1012.11.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of Section 12.10(b)(ii), release or subordinate subordinate) the following: (a) any Subsidiary of Borrower from its guaranty of any Obligation of any Obligor if all of the Equity Interests in such Subsidiary owned by any Obligor or any of its Subsidiaries are disposed of in an Asset Transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Asset Transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 8.12; and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold disposed of by a Loan Party an Obligor in a Sale (other than a Sale to another Loan Party) an Asset Transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such any Collateral pursuant to Section 7.10 8.12 after giving effect to such Sale Asset Transaction have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined described in the Guaranty and Security AgreementSection 9.02(d) and (iii) all of the Collateral and all Loan PartiesObligors, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or for which a back-up letter of credit claim has been issued)made, in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Majority Lenders and each Indemnitee that is owed such Obligations and (D) to the extent requested by Administrative Agent Agent, receipt by the Secured Parties of liability releases from the Obligors each in form and the applicable L/C Issuersubstance acceptable to Administrative Agent. Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.1012.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Agent and Collateral Agent Agents to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of a Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.13; and (b) any Lien held by the Agent or any Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 4.13 after giving effect to such Sale transaction have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreementreliance upon subsection 5.1(h) or 5.1(i) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations under the Loan Documents and all Obligations arising under Secured Rate Contracts, that the Administrative Agent and the or any Collateral Agent have has been notified in writing are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or, in the case of any Letter of Credit Obligation, receipt by the Agent or any Collateral Agent of a back-up letter of credit has been issued), credit) in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent or such Collateral Agent, as applicable, and each Indemnitee that is, or may be, owed such Obligations and (D) to the extent requested by the Agent or any Collateral Agent receipt by the Agent or such Collateral Agent and the applicable Secured Parties of liability releases from the Credit Parties each in form and substance acceptable to the Agent and Collateral Agents Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable five days advance notice from the BorrowerBorrower Representative (or such shorter period as the Agent shall agree), to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of Holdings from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.13; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 4.13 after giving effect to such Sale transaction have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon subsection 5.1(h) or (as defined in the Guaranty and Security Agreementi) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations under the Loan Documents and all Obligations arising under Secured Rate Contracts, that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or or, as an alternative to cash collateral, in the case of any Letter of Credit Obligation, receipt by Agent of a back-up letter of credit has been issued), credit) in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations (other than L/C Reimbursement Obligations) as to which no claim has been asserted) and (D) to the Administrative extent requested by Agent, receipt by Agent and the applicable Secured Parties of liability releases from the Credit Parties each in form and substance reasonably acceptable to Agent. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties guarantees and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) (or to direct the Collateral Trustee to release, as applicable) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.13; and (b) any Lien held by the Collateral Agent Trustee for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 4.13 after giving effect to such Sale transaction have been granted, (ii) any property Property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon subsection 5.1(k) or (as defined in the Guaranty and Security Agreementm) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations under the Loan Documents and all Obligations arising under Secured Rate Contracts, that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or or, as an alternative to cash collateral, in the case of any Letter of Credit Obligation, receipt by Agent of a back-up letter of credit has been issued), credit) in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations (other than L/C Reimbursement Obligations) as to which no claim has been asserted) and (D) to the Administrative extent requested by Agent, receipt by Agent and the applicable Secured Parties of liability releases from the Credit Parties each in form and substance acceptable to Agent. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file (or to cause Collateral Trustee to execute and deliver or file, as applicable) such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (ii)(B) below, release or subordinate subordinate) the following: (i) any Subsidiary of Borrower from its guaranty of any Obligation if all of the Equity Interests of such Subsidiary owned by any Loan Party are sold or transferred in a transaction expressly permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to the Loan Documents; and (ii) any Lien held by the Collateral Agent for the benefit of the Secured Parties Lenders against (iA) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Party in a Sale (other than a Sale to another Loan Party) transaction expressly permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 the Loan Documents after giving effect to such Sale transaction have been granted, (iiB) any property subject to a Lien permitted hereunder to in reliance upon clause (c) of the extent such property constitutes “Excluded Property” definition of Permitted Indebtedness and clause (as defined in a) of the Guaranty and Security Agreement) definition of Permitted Liens and (iiiC) all of the Collateral and all Loan Parties, upon (Ax) termination the occurrence of the Commitments Termination Date and all Secured Hedging Support Documents(y) to the extent requested by Agent, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations that the Administrative receipt by Agent and the Collateral Agent have been notified Lenders of liability releases from the Loan Parties each in writing are then due form and payable and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties substance satisfactory to the Administrative Agent and the applicable L/C IssuerAgent. Each Lender Party hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expensexxxxxx agrees, upon receipt of reasonable advance written notice from the BorrowerXxxxxxxx, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens Xxxxx when and as directed in this Section 10.1010.19(k).

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) Subject to the Intercreditor Agreement, any Subsidiary of Borrower Representative from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.13; provided that to the extent applicable, such Subsidiary shall also be released from its obligations under the Second Lien Note Documents on the same terms; and (b) Subject to the Intercreditor Agreement, any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 4.13 after giving effect to such Sale transaction have been granted; provided that to the extent applicable, such Collateral shall also be released from its obligations under the Second Lien Note Documents on the same terms, (ii) any property Property subject to a Lien permitted hereunder in reliance upon Section 5.1(h) or 5.1(i); provided that to the extent applicable, such property constitutes “Excluded Property” (as defined in Collateral shall also be released from or subordinated its obligations under the Guaranty and Security Agreement) Second Lien Note Documents on the same terms, and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations under the Loan Documents and all Obligations arising under Secured Swap Contracts, that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or or, as an alternative to cash collateral, in the case of any Letter of Credit Obligation, receipt by Agent of a back-up letter of credit has been issued), credit) in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations (other than L/C Reimbursement Obligations) as to which no claim has been asserted) and (D) to the Administrative extent requested by Agent, receipt by Agent and the applicable Secured Parties of liability releases from the Credit Parties each in form and substance acceptable to Agent. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from Borrower Representative and receipt by Agent of a certificate of Borrower Representative to the Borrowereffect that such transaction and the disposition of the proceeds thereof will comply with the terms of this Agreement (with such supporting detail as Agent may reasonably request), at the request and sole expense of the Borrowers or such other Credit Party, to execute and deliver or file such documents and to perform other actions actions, in each case without recourse, representation or warranty, reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of Section 12.10(b)(ii), release or subordinate subordinate) the following: (a) any Subsidiary of Parent from its guaranty of any Obligation of any Obligor if all of the Equity Interests in such Subsidiary owned by any Obligor or any of its Subsidiaries are disposed of in an Asset Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Asset Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 8.12; (b) subject to Section 12.11, any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold disposed of by a Loan Party an Obligor in a an Asset Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 8.12 after giving effect to such Asset Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined described in the Guaranty and Security AgreementSection 9.02(d) and (iii) all of the Collateral and all Loan PartiesObligors, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued)contingent Obligations, in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Majority Lenders and each Indemnitee that is owed such Obligations and (D) to the extent requested by Administrative Agent Agent, receipt by the Secured Parties of liability releases from the Obligors each in form and substance acceptable to Administrative Agent; (c) any Subsidiary of Parent to the applicable L/C Issuer. extent it is being liquidated, dissolved or merged into another Obligor, or any Lien on any of the Collateral (including any capital stock or share capital of any Subsidiary) to the extent necessary to transfer such Collateral to another Obligor, in each case in connection with, and subject to the requirements set forth in the definition of, the Permitted Restructuring; provided that, with respect to the Swedish Borrower, such release is subject to Section 12.11; Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Lead Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.1012.10.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Agent Representative to release (or, in the case of Section 15.10(b)(ii), release or subordinate subordinate) the following: (a) any Guarantor from its guaranty of any Obligation of any Obligor if all of the Equity Interests in such Guarantor owned by any Obligor or any of its Subsidiaries are disposed of in an Asset Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Asset Sale, such Guarantor would not be required to guaranty any Obligations pursuant to Section 8.11; and (b) any Lien held by the Collateral Agent Representative for the benefit of the Secured Parties against (i) any Collateral that is Sold disposed of by a Loan Party an Obligor in a an Asset Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens (if any) required to be granted in such Collateral pursuant to Section 7.10 8.11 after giving effect to such Asset Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined described in the Guaranty and Security AgreementSection 9.02(c) and (iii) all of the Collateral and all Loan PartiesObligors, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations that the Administrative Agent and the Collateral Agent have Representative has been notified in writing are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued)contingent Obligations, in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to Collateral Representative and each Indemnified Party that is owed such Obligations and (D) to the Administrative Agent extent requested by Collateral Representative, receipt by the Secured Parties of liability releases from the Obligors each in form and the applicable L/C Issuersubstance acceptable to Collateral Representative. Each Lender Party hereby directs the Collateral AgentRepresentative, and the Collateral Agent Representative hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.1015.10.

Release of Collateral or Guarantors. Each Lender Party Purchaser hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of Holdings from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Note Party are sold or transferred in a transaction permitted under the Note Documents (including pursuant to a waiver or consent); and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Note Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Note Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreementreliance upon subsection 5.1(h) or 5.1(i) and (iii) all of the Collateral and all Loan Note Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsNote Purchase Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Notes and all other Obligations (excluding contingent Obligations as to which no claim has been asserted) under the Note Documents, that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued)contingent Obligations, in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations as to which no claim has been asserted, other than cash collateral of up to $50,000 securing contingent Obligations with respect to the Administrative Control Agreement among the Issuers, Agent and The Bank of New York Mellon to be held until Agent’s potential liabilities with respect thereto have terminated, expired or otherwise been satisfied) and (D) to the extent requested by Agent, receipt by Agent and the applicable L/C IssuerSecured Parties of liability releases from the Note Parties each in form and substance reasonably acceptable to Agent. Each Lender Party Purchaser hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable at least five (5) Business Days’ advance notice from the BorrowerIssuer Representative, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of Section 12.10(b)(ii), release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Equity Interests in such Subsidiary owned directly or indirectly by the Borrower are disposed of in an Asset Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Asset Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 8.12; and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold disposed of by a Loan Party any Obligor or any of its Subsidiaries in a an Asset Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined described in the Guaranty and Security AgreementSection 9.02(c) and (iii) all of the Collateral and all Loan Partiesheld directly or indirectly by any Obligor, upon (Aw) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (Bx) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and payable, (Cy) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued)contingent Obligations, in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnified Party that is owed such Obligations and (z) to the applicable L/C Issuerextent requested by the Administrative Agent, receipt by the Secured Parties of liability releases from the Obligors each in form and substance acceptable to the Administrative Agent. Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties guarantees and Liens when and as directed in this Section 10.1012.10.

Release of Collateral or Guarantors. (a) Each Lender Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of Section 12.10(a)(ii)(B), release or subordinate subordinate) the following: (i) any Subsidiary of Holdings from its guaranty of any Obligation of any Obligor if all of the Equity Interests in such Subsidiary owned by any Obligor or any of its Subsidiaries are disposed of in an Asset Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Asset Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 8.12(a); and (ii) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (iA) any Collateral that is Sold disposed of by a Loan Party an Obligor in a an Asset Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (iiB) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined described in the Guaranty and Security Agreement) Section 9.02(c), and (iiiC) all of the Collateral and all Loan PartiesObligors, upon (Aw) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (Bx) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations (other than Warrant Obligations and inchoate indemnification and expense reimbursement obligations for which no Claim has been made) that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and payable, (Cy) deposit of cash collateral with respect to all L/C contingent Obligations (or a back-up letter of credit other than Warrant Obligations and inchoate indemnification and expense reimbursement obligations for which no Claim has been issuedmade), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnified Party that is owed such Obligations, and (z) to the applicable L/C Issuerextent requested by the Administrative Agent, receipt by the Secured Parties of liability releases from the Obligors, each in form and substance acceptable to the Administrative Agent. (b) So long as no Event of Default has occurred and is continuing, Holdings and the Borrower may from time to time request that the Administrative Agent and the Lenders consent to the release of the Liens created pursuant to the Security Documents on the Specified Intellectual Property in order to permit Holdings and the Borrower to enter into or become bound by an outbound license of such Specified Intellectual Property that is permitted hereunder (such consent not to be unreasonably conditioned, delayed or withheld); provided that, notwithstanding the foregoing, the Administrative Agent shall continue to have a Lien on Holdings’ and the Borrower’s rights as a licensor under such outbound license including any amounts received by or other proceeds payable to Holdings and the Borrower in respect thereof; provided further that promptly upon request therefor, Holdings and the Borrower shall furnish to the Administrative Agent such information, documents and agreements relating to such outbound license as the Administrative Agent may reasonably request. Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from Holdings and the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties guarantees and Liens when and as directed in this Section 10.1012.10.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of Section 12.10(b)(ii), release or subordinate subordinate) the following: (a) any Subsidiary of Borrower from its guaranty of any Obligation of any Obligor if all of the Equity Interests in such Subsidiary owned by any Obligor or any of its Subsidiaries are disposed of in an Asset Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Asset Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 8.12; and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold disposed of by a Loan Party an Obligor in a an Asset Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 8.12 after giving effect to such Asset Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined described in the Guaranty and Security AgreementSection 9.02(d) and (iii) all of the Collateral and all Loan PartiesObligors, upon (A) termination of the Commitments and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations that the Administrative Agent and the Collateral Agent have been notified in writing are then due and payable and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issuedother than Warrant Obligations), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C Issuer. Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.1012.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower that is a Guarantor from its guaranty of any Obligation if such Person ceases to be a Material Domestic Subsidiary or becomes an Excluded Subsidiary (other than pursuant to clause (a) of the definition thereof) as a result of a transaction or designation permitted hereunder, and to the release of such Subsidiary from its pledge of Collateral in support of its guaranty of the Obligations; provided, that no such release shall occur if such Guarantor continues to be a guarantor or obligor in respect of any Junior Financing; and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), ) to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granteda Person other than another Credit Party, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon subsection 5.1(i) or (as defined in the Guaranty and Security Agreementj) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments Facility Termination Date. Each Lender and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations that the Administrative Agent and the Collateral Agent have been notified in writing are then due and payable and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation of any Loan Party if all of the Securities of such Subsidiary owned by any Group Member are Sold in a Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 7.10; and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold by a Loan Party in a Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon Section 8.2(d) or (as defined in the Guaranty and Security Agreemente) and (iii) all of the Collateral and all Loan Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations (other than contingent indemnification Obligations as to which no claim has been asserted) that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and by the holder of such obligation, (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued)contingent Obligations, in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnitee that is owed such Obligations and (D) to the applicable L/C Issuerextent requested by the Administrative Agent, receipt by the Secured Parties of liability releases from the Loan Parties each in form and substance acceptable to the Administrative Agent. Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent); and (b) subject to the terms of the Intercreditor Agreement, any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property Property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreementreliance upon subsection 5.1(h) or 5.1(i) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments Effective Date Revolving LoanCommitments and all Secured Hedging Support DocumentsLC Facility Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and Obligations, all other Obligations under the Loan Documents and all Obligations arising under Secured Rate Contracts, that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or or, as an alternative to cash collateral in the case of any Letter of Credit Obligation, receipt by Agent of a back-up letter of credit has been issuedcredit), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations (other than L/C Reimbursement Obligations) as to which no claim has been asserted) and (D) to the Administrative extent requested by Agent, receipt by Agent and the applicable Secured Parties of liability releases from the Credit Parties each in form and substance acceptable to Agent. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable at least three (3) Business Days’ advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10. Except as provided in Section 9.1(g), nothing contained herein shall be construed to require the consent of any Bank Product Provider to any release of Collateral or termination of security interests in any Collateral.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Agent to release any Collateral to the extent expressly provided in any Loan Document in accordance with the specific terms and provisions thereof. Notwithstanding anything to the contrary contained herein or subordinate in any Lien held by other Loan Document, the Collateral Agent for is hereby irrevocably authorized by the benefit Lender (and the Lender hereby expressly consents), and the Collateral Agent hereby agrees, to take any action reasonably requested by the Borrowers to effect the release of the Secured Parties against (i) any Collateral that from the Lien created by the Security Documents: (a) upon Payment In Full of all Obligations or (b) if such Collateral is Sold by sold, transferred or otherwise disposed of to any Person other than a Loan Party in a Sale (other than a Sale to another Loan Party) transaction expressly permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security this Agreement) and (iii) all of the Collateral and all Loan Parties, upon (A) termination of the Commitments and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations that the Administrative Agent and the Collateral Agent have been notified in writing are then due and payable and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C Issuer. Each The Lender Party hereby directs the Collateral Agent, and Collateral Agent hereby agrees, upon receipt by the Lender and the Collateral Agent hereby agrees at the Borrower’s expense, upon receipt of reasonable advance written notice (but in no event less than ten Business Days advance written notice) from the BorrowerBorrowers accompanied by an Officer’s Certificate stating such release complies with the Loan Documents, to, unless the Lender has provided a written objection to such release to the Collateral Agent and the Borrowers within ten Business Days of receipt of such written notice, execute and deliver or file such documents and to perform other actions reasonably necessary requested by the Borrowers and, at the Borrowers’ expense, to release the guaranties Guarantees and Liens when and as directed in this Section 10.109.10. Upon request by the Collateral Agent at any time, the Lender will confirm in writing the Collateral Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 9.10 solely to the extent required by this Agreement.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of a Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.13; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 4.13 after giving effect to such Sale transaction have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon subsection 5.1(h) or (as defined in the Guaranty and Security Agreementi) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination the occurrence of the Commitments Facility Termination Date and all Secured Hedging Support Documents, (B) payment to the extent requested by the Agent, receipt by Agent and satisfaction the Secured Parties of liability releases from the Credit Parties each in full of all Loans, all form and substance acceptable to the Agent. Each Lender and L/C Reimbursement Obligations and all other Obligations that the Administrative Agent and the Collateral Agent have been notified in writing are then due and payable and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the BorrowerBorrower Representative, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party and LC Issuer hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of Section 13.10(b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of Borrowers from its guaranty of any Obligation if all of the Equity Interests of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent); and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreement) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Letter of Credit Obligations and all other Obligations under the Loan Documents that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or or, as an alternative to cash collateral in the case of any Letter of Credit Obligation, receipt by Agent of a back-up letter of credit has been issuedcredit), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations (other than Letter of Credit Obligations) as to which no claim has been asserted) and (D) to the applicable L/C Issuerextent requested by Agent, receipt by Agent and Secured Parties of liability releases from the Credit Parties each in form and substance acceptable to Agent. Each Lender Party and LC Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the BorrowerBorrowing Representative, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.1013.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation of any Loan Party if all of the Securities of such Subsidiary owned by any Group Member are Sold in a Sale permitted under the Loan Documents (including pursuant to a waiver or consent), and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold by a Loan Party in a Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon Section 8.2(d) or (as defined in the Guaranty and Security Agreemente) and (iii) all of the Collateral and all Loan Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations (other than contingent indemnification obligations that are not then due and payable) that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and by the holder of such Obligation, (C) deposit of cash collateral with respect to all L/C Obligations and other contingent known Obligations (or or, in the case of any L/C Obligation, a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties reasonably satisfactory to the Administrative Agent and each Indemnitee that is owed such Obligations and (D) to the applicable extent requested by the Administrative Agent, receipt by the Secured Parties of liability releases from the Loan Parties each in form and substance reasonably acceptable to the Administrative Agent. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.13; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 4.13 after giving effect to such Sale transaction have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon subsection 5.1(h) or (as defined in the Guaranty and Security Agreementi) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations under the Loan Documents that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or or, in the case of any Letter of Credit Obligation, receipt by Agent of a back-up letter of credit has been issuedcredit), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnitee that is owed such Obligations and (D) to the applicable extent requested by the Agent, receipt by Agent, the Lenders and the L/C IssuerIssuers of liability releases from the Credit Parties each in form and substance acceptable to the Agent. Each Lender Party and L/C Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guarantee of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent); and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreementreliance upon subsection 5.1(h) or 5.1(i) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations under the Loan Documents that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or or, as an alternative to cash collateral in the case of any Letter of Credit Obligation, receipt by Agent of a back-up letter of credit has been issuedcredit), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations (other than L/C Reimbursement Obligations) as to which no claim has been asserted) and (D) to the Administrative extent requested by Agent, receipt by Agent and the applicable Secured Parties of liability releases from the Credit Parties each in form and substance acceptable to Agent. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable at least five (5) Business Days’ advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties guarantees and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. (a) Each Lender Party and Issuing Bank hereby consents to the release and hereby directs the Administrative Agent and the Collateral Agent to release (or, in the case of clause (a)(ii) below, release or subordinate subordinate) the following: (i) any Guarantor from its guaranty of any Obligation pursuant to Section 7.11 or upon such Guarantor becoming an Excluded Subsidiary, and such Guarantor will be automatically released from its Obligations thereunder and its Obligations under all other Credit Documents (and any Liens on Collateral of such former Guarantor shall be released); provided that if such Guarantor becomes an Excluded Subsidiary by virtue of becoming a non-wholly owned Subsidiary, such release shall be subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld); and (ii) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i1) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Credit Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such ) or any Collateral pursuant to Section 7.10 after giving effect to such Sale have been grantedthat becomes an Excluded Asset, (ii2) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreementreliance upon Section 6.2(d) and (iii3) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Credit Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations obligations to reimburse the Issuing Banks for drawings honored under Letters of Credit and all other Obligations that under the Credit Documents (excluding contingent obligations as to which no claim has been asserted) and all Obligations arising under Secured Rate Contracts and Bank Product Agreements (or otherwise cash collateralized in amounts and on terms satisfactory to the Administrative Agent and the Collateral applicable holder of such Obligations arising under Secured Rate Contracts and Bank Product Agreements) that the Administrative Agent have has theretofore been notified in writing by the holder of such Obligations are then due and payable and (C) deposit of cash collateral with respect to all L/C contingent Letter of Credit Obligations (or or, as an alternative to cash collateral, receipt by the applicable Issuing Bank of a back-up letter of credit has been issued), credit) in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and the applicable L/C Issuer. Issuing Bank that is, or may be, owed such contingent Letter of Credit Obligations (excluding contingent Obligations (other than obligations to reimburse the Issuing Banks for drawings honored under Letters of Credit) as to which no claim has been asserted), and, in the case of this clause (3), the Collateral Documents, the guarantees made herein, the Liens and all other security interests granted thereunder will automatically terminate. (b) Each Lender Party and Issuing Bank hereby directs irrevocably authorizes the Administrative Agent and the Collateral Agent, and each of the Administrative Agent and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from three (3) Business Days’ (or such shorter period as is acceptable to the BorrowerAdministrative Agent and the Collateral Agent) prior written request by the Borrower to the Administrative Agent, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.109.10, subject to receipt by the Administrative Agent of a certification of the Borrower as to such matters as are reasonably required by the Administrative Agent (and the Collateral Agent may rely conclusively on such certification without further inquiry); provided that (i) neither the Administrative Agent nor the Collateral Agent shall be required to execute any such document on terms which, in such Agent’s opinion, would expose such Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any Guarantor in respect of) all interests retained by the Borrower or any Guarantor, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent or the Collateral Agent of documents in connection with any such release shall be without recourse to or warranty by either the Administrative Agent or the Collateral Agent. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. To the extent any Collateral is disposed of as permitted by this Section to any Person other than a Credit Party, such Collateral will be sold free and clear of Liens created by the Credit Documents and the Administrative Agent will be authorized to take any actions deemed appropriate in order to effect the foregoing. (c) In the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent (at the direction of the Required Lenders) or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders will otherwise agree in writing), at the direction of the Required Lenders, will be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition (including pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code). Any release of guarantee obligations will be deemed subject to the provision that such guarantee obligations will be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby will be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. The Collateral Agent will not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor will the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the automatic release and hereby directs the Collateral Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation of any Loan Party if all of the Securities of such Subsidiary owned by any Group Member are Sold in a Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Sale, such Subsidiary would not be a Borrower hereunder or required to guaranty any Obligations; and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold by a Loan Party in a Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreement) and (iiiii) all of the Collateral and all Loan Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and by the holder of such Obligation, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or a back-up letter of credit excluding contingent Obligations as to which no claim has been issuedasserted), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties reasonably satisfactory to the Administrative Agent and each Indemnitee that is owed such Obligations and (D) to the applicable L/C Issuerextent requested by the Administrative Agent, receipt by the Secured Parties of liability releases from the Loan Parties each in form and substance acceptable to the Administrative Agent. Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10.. 57 AMENDED AND RESTATED CREDIT AGREEMENT

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.13; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 4.13 after giving effect to such Sale transaction have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon subsection 5.1(h) or (as defined in the Guaranty and Security Agreementi) and (iii) all of the Collateral and all Loan Credit Parties, upon upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations under the Loan Documents, all Bank Product Obligations and all Obligations arising under Secured Rate Contracts, that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or or, as an alternative to cash collateral, in the case of any Letter of Credit Obligation, receipt by Agent of a back-up letter of credit has been issued), credit) in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations (other than L/C Reimbursement Obligations) as to which no claim has been asserted) and (D) to the Administrative extent requested by Agent, receipt by Agent and the applicable Secured Parties of liability releases from the Credit Parties each in form and substance reasonably acceptable to Agent. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties guarantees and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (c)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of a Borrower from its guaranty of any Obligation, and all Liens on all Property of such Subsidiary in favor of Agent in favor of the Secured Parties, if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent); and (b) any Borrower from its Obligations hereunder, and all Liens on all Property of such Borrower in favor of Agent in favor of the Secured Parties, if (i) such Borrower is no longer a Subsidiary pursuant to a transaction or series of transactions permitted hereunder and (ii) after giving effect thereto, the remaining Borrowers shall not be in violation of Section 2.8; and (c) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property Property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreement) reliance upon Section 6.1 and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments Revolving Loan Allocations and all Secured Hedging Support DocumentsFloorplan Loan Allocations, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations (except to the extent cash collateralized in an amount equal to one hundred five percent (105%) of the undrawn and outstanding Letters of Credit in a manner reasonably acceptable to the Agent and the L/C Issuer) and all other Obligations under the Loan Documents that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (C) deposit of cash collateral with respect to all Open Approvals, in amounts and on terms and conditions and with parties reasonably satisfactory to CDF, and (D) to the extent requested by Agent, receipt by Agent and the Secured Parties of liability releases from the Credit Parties each in form and substance reasonably acceptable to Agent. Each Lender and L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expense, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens as promptly as practicable when and as directed in this Section 10.109.7.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of clause (b)(iii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation of any Obligor if all of the Capital Stock of such Subsidiary owned by the Borrower or any of its Subsidiaries are sold in a sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 5.8; and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold by a Loan Party an Obligor (A) in a Sale (other than a Sale to another Loan Party) sale permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 5.8 after giving effect to such Sale sale have been grantedgranted and with respect to which the relevant Obligor complies with Section 2.5(b), as applicable, or (B) in connection with any Replacement Secured Financing with respect to which the relevant Obligor complies with Section 2.5(a), (ii) any property subject to a Lien permitted hereunder Collateral to the extent the release of any Lien in such property constitutes “Excluded Property” Collateral is permitted or required under any Loan Document (as defined including, without limitation, the proviso in the Guaranty and Security AgreementSection 5.8(b)) and (iii) all of the Collateral and all Loan PartiesObligors, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (as to which claims have been asserted or a back-up letter of credit has been issued)are pending, in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnitee that is owed such Obligations and (D) to the applicable L/C Issuerextent requested by the Administrative Agent, receipt by the Secured Parties of mutual liability releases from the Obligors and the Administrative Agent, each in form and substance acceptable to the Administrative Agent. Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.9; provided, that the Administrative Agent shall not be obligated to release any guaranty or Lien pursuant to this Section 8.9 until its receipt from the Borrower of an Officer’s Certificate certifying that such release complies with this Section 8.9, and the Administrative Agent shall be fully protected in relying on such Officer’s Certificate in connection therewith.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release, and the Administrative Agent hereby agrees, (or, in the case of Section 12.10(b), release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation of any Obligor (i) if all of the Equity Interests in such Subsidiary owned by any Obligor or any of its Subsidiaries are disposed of in an Asset Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Asset Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 8.11(a) and (ii) upon (x) termination of the Commitments and (y) payment and satisfaction in full of all Loans and all other Obligations that the Administrative Agent has been notified in writing are then due and payable (other than inchoate -98- indemnification and expense reimbursement obligations for which no claim has been made); and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold disposed of by a Loan Party an Obligor in a an Asset Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined described in the Guaranty and Security AgreementSection 9.02(c) and (iii) all of the Collateral and all Loan PartiesObligors, upon (Ax) termination of the Commitments and all Secured Hedging Support Documents, (By) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable (other than inchoate indemnification and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit expense reimbursement obligations for which no claim has been issuedmade), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C Issuer. Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties guarantees and Liens when and as directed in this Section 10.1012.10 and deliver to the Borrower, at the expense of the Borrower, any portion of such Collateral so released pursuant to this Section 12.10 that is in possession of the Administrative Agent. In addition, in connection with any Permitted Licenses, each Lender hereby authorizes Administrative Agent to, and at the request of the Borrower, the Administrative Agent shall, negotiate and enter into a non-disturbance agreement and other similar agreements in form and substance reasonably satisfactory to Administrative Agent.

Release of Collateral or Guarantors. (a) Each Lender Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of Section 12.10(a)(ii)(B), release or subordinate subordinate) the following: (i) any Subsidiary of the Borrower from its guaranty of any Obligation of any Obligor if all of the Equity Interests in such Subsidiary owned by any Obligor or any of its Subsidiaries are disposed of in an Asset Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Asset Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 8.12(a); and (ii) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (iA) any Collateral that is Sold disposed of by a Loan Party an Obligor in a an Asset Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (iiB) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined described in the Guaranty and Security Agreement) Section 9.02(c), and (iiiC) all of the Collateral and all Loan PartiesObligors, upon (Aw) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (Bx) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations (other than Warrant Obligations and inchoate indemnification and expense reimbursement obligations for which no Claim has been made) that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and payable, (Cy) deposit of cash collateral with respect to all L/C contingent Obligations (or a back-up letter of credit other than Warrant Obligations and inchoate indemnification and expense reimbursement obligations for which no Claim has been issuedmade), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnified Party that is owed such Obligations, and (z) to the applicable L/C Issuerextent requested by the Administrative Agent, receipt by the Secured Parties of liability releases from the Obligors, each in form and substance acceptable to the Administrative Agent. (b) So long as no Event of Default has occurred and is continuing, the Borrower may from time to time request that the Administrative Agent and the Lenders consent to the release of the Liens created pursuant to the Security Documents on the Specified Intellectual Property in order to permit the Borrower to enter into or become bound by an outbound license of such Specified Intellectual Property that is permitted hereunder (such consent not to be unreasonably conditioned, delayed or withheld); provided that, notwithstanding the foregoing, the Administrative Agent shall continue to have a Lien on the Borrower’s rights as a licensor under such outbound license including any amounts received by or other proceeds payable to the Borrower in respect thereof; provided further that promptly upon request therefor, the Borrower shall furnish to the Administrative Agent such information, documents and agreements relating to such outbound license as the Administrative Agent may reasonably request. Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties guarantees and Liens when and as directed in this Section 10.1012.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of a Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent); and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Winnebago Credit Agreement 41858764 Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property Property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreementreliance upon subsection 5.1(h) or 5.1(i) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations under the Loan Documents and all Obligations arising under Secured Rate Contracts, that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or or, as an alternative to cash collateral in the case of any Letter of Credit Obligation, receipt by Agent of a back-up letter of credit has been issuedcredit), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations (other than L/C Reimbursement Obligations) as to which no claim has been asserted) and (D) to the Administrative extent requested by Agent, receipt by Agent and the applicable Secured Parties of liability releases from the Credit Parties each in form and substance acceptable to Agent. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable at least five (5) Business Days’ advance notice from the BorrowerBorrower Representative, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary Guarantor from its guaranty of any Obligation of any Loan Party if all of the Securities of such Subsidiary Guarantor owned by any Group Member are Sold in a Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Sale, such Subsidiary Guarantor would not be required to guaranty any Obligations pursuant to Section 5.18; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold by a Loan Party in a Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 5.18 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon Section 6.2(d) or (as defined in the Guaranty and Security Agreemente) and (iii) all of the Collateral and all Loan Parties, upon (A) termination of the Commitments and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and payable, (CB) deposit of cash collateral with respect to all L/C contingent Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnitee that is owed such Obligations, and (C) to the applicable L/C Issuerextent requested by the Agent, receipt by the Secured Parties of liability releases from the Loan Parties each in form and substance acceptable to the Agent. Each Lender Party hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of Section 10.10(b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of any Borrower from its guaranty of any Obligation of any Loan Party if all of the Securities of such Subsidiary owned by any Group Member are Disposed of in a Disposition permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Disposition, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 7.10; and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold Disposed of by a Loan Party in a Sale (other than a Sale to another Loan Party) Disposition permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale Disposition have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined described in the Guaranty and Security AgreementSection 8.2(b)(ix) and (iii) all of the Collateral and all Loan Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued)contingent Obligations, in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnitee that is owed such Obligations and (D) to the applicable L/C Issuerextent requested by the Administrative Agent, receipt by the Secured Parties of liability releases from the Loan Parties each in form and substance acceptable to the Administrative Agent. Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the BorrowerBorrowers, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.12; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 4.12 after giving effect to such Sale transaction have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon subsection 5.1(h) or (as defined in the Guaranty and Security Agreementi) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations (other than unasserted contingent indemnification obligations) under the Loan Documents and all Obligations arising under Secured Rate Contracts, that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or or, as an alternative to cash collateral, in the case of any Letter of Credit Obligation, receipt by Agent of a back-up letter of credit has been issued), credit) in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to Agent and each Indemnitee that is, or may be, owed such Obligations (excluding unasserted contingent indemnification obligations (other than L/C Reimbursement Obligations)) and (D) to the Administrative extent requested by Agent, receipt by Agent and the applicable Secured Parties of liability releases from the Credit Parties each in form and substance reasonably acceptable to Agent. In addition, the Lenders hereby authorize Agent, at its option and its discretion, to subordinate or release any Lien granted to or held by Agent upon any Collateral to any Lien on such asset permitted pursuant to subsection 5.1(h) or 5.1(i). Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release particular types or items of Collateral, or subordinate its Lien, pursuant to this Section 8.10. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs authorizes the Collateral Agent to release (or, in the case of clause (c) below, release or subordinate subordinate) the following: (a) any Restricted Subsidiary of the Parent Borrower (other than any English Borrower and any Designated Revolving Borrower) from its guaranty of any Obligation if (x) all of the Stock and Stock Equivalents of such Restricted Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Restricted Subsidiary (A) (i) would not be required to guaranty any Obligations pursuant to Section 4.13 and (ii) is released as, or is not, an obligor or guarantor in respect of any Credit Agreement Refinancing Debt or (B) is or will be an Excluded Subsidiary or (y) it is designated as an Unrestricted Subsidiary pursuant to Section 4.20; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) against any Collateral owned by a Credit Party that is Sold by a Loan Party released from its guaranty as provided in a Sale (other than a Sale to another Loan PartySection 9.26(a) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been grantedabove, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreement) and [reserved], (iii) against all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Loan Commitments, (B) payment and satisfaction in full of all Loansthe Obligations (other than Remaining Obligations and in respect of Letter of Credit Obligations, all if (x) such Letter of Credit is cash collateralized by delivery to the Agent of an amount of cash equal to 103% of the amount of Letter of Credit Obligations to be held for the benefit of the L/C Reimbursement Obligations and all other Obligations that the Administrative Issuer, Agent and the Collateral Agent have been notified Revolving Lenders entitled thereto as additional collateral security for Obligations in writing are then due and payable and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory Letter of Credit or (y) such Letter of Credit is backstopped in a manner reasonably acceptable to the Administrative Agent and the applicable L/C Issuer. Each Lender Party hereby directs the Collateral Agent), and the Collateral Agent hereby agrees (iv) at the Borrower’s expensetime the property subject to such Lien is disposed as part of or in connection with any disposition permitted hereunder or under any other Loan Document to any Person other than a Credit Party, upon receipt (v) subject to Section 9.1, if the release of reasonable advance notice from such Lien is approved, authorized or ratified in writing by the Borrower, Required Lenders and (vi) to execute the extent such asset constitutes Excluded Property (as defined in the Guaranty and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10Security Agreement).

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Borrower from its Obligation if all of the Securities of such Borrower owned by any Loan Party are Transferred in a Transfer permitted by the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Transfer, such Borrower would not be required to become a party to this Agreement pursuant to Section 7.10; (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold Transferred by a Loan Party in a Sale (other than a Sale to another Loan Party) Transfer permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale Transfer have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreementreliance upon Section 8.2(i) and (iii) all of the Collateral and all Loan Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Credit Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and by the holder of such Obligation, (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued)contingent Obligations, in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnitee that is owed such Obligations and (D) to the applicable L/C Issuer. Each extent requested by Administrative Agent, receipt by the Secured Parties of liability releases from the Loan Parties each in form and substance acceptable to Administrative Agent; and (c) each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10.

Release of Collateral or Guarantors. Each Lender LenderSecured Party hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Restricted Subsidiary of the Borrower from its guaranty of any Obligation if (i) such Restricted Subsidiary becomes an Excluded Subsidiary or (ii) all of the Stock of such Restricted Subsidiary owned by any Credit Party is sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Restricted Subsidiary would, in each case not be required to guaranty any Obligations pursuant to Section 5.13; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold (x) sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent)) or (y) held by a Credit Party that becomes an Excluded Subsidiary, in each case, to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 5.13 after giving effect to such Sale transaction have been granted, (ii) any property Property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreementreliance upon Section 6.1(h) or 6.1(i) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination the occurrence of the Commitments Facility Termination Date and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loansto the extent requested by Agent, all L/C Reimbursement Obligations and all other Obligations that the Administrative receipt by Agent and the Collateral Agent have been notified Secured Parties of liability releases from the Credit Parties each in writing are then due form and payable and (C) deposit of cash collateral with respect substance reasonably acceptable to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C IssuerAgent. Each Lender Party hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary at the Borrower’s expense to release the guaranties and Liens when and as directed in this Section 10.109.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Administrative Agent and the Canadian Agent, as applicable, to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of a Borrower from its guaranty of any Obligation of any Loan Party or any Borrower (other than Parent) if all of the Securities of such Person owned by any Group Member are Sold in a Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Sale, such Person would not be required to guaranty any Obligations pursuant to Section 6.11 or be a Borrower hereunder; and (b) any Lien held by the Collateral an Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold by a Loan Party in a Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 6.11 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreement) reliance upon Section 7.2 and (iii) all of the Collateral and all Loan Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations that the Administrative Agent and the Collateral Agent Agents have been notified in writing are then due and payable and payable, (C) deposit of cash collateral with respect to all contingent Obligations (or, in the case of any L/C Obligations (or Obligation, a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent Agents and each Indemnitee that is owed such Obligations and (D) to the applicable extent requested by the Agents, receipt by the Secured Parties of liability releases from the Loan Parties each in form and substance acceptable to the Agent. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral AgentAgents, and the Collateral Agent Agents hereby agrees at the Borrower’s expenseagree, upon receipt of reasonable advance notice from the BorrowerParent, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.109.10.

Release of Collateral or Guarantors. Each Lender Party and Holder hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of a Borrower (other than a Subsidiary that is itself a Borrower) from its guaranty of any Obligation if all of the Equity Interests of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Transaction Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties Lenders and Holders against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Transaction Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 this Agreement after giving effect to such Sale transaction have been granted, (ii) any property subject to a Lien permitted hereunder to in reliance upon clause (xiii) of the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreement) definition of Permitted Liens and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination indefeasible payment in full in cash of the Commitments and Obligations (other than any indemnity obligations of any Credit Party under the Transaction Documents that satisfy all Secured Hedging Support Documents, of the following conditions: (BX) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations that the Administrative Agent and the Collateral Agent have been notified in writing such indemnity obligations are not then due and payable xxxxx (Y) such indemnity obligations are obligations for which any events or claims that would give rise thereto are not then pending) under the Transaction Documents and termination of the Transaction Documents (including all commitments (if any) to lend hereunder and (CB) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative extent requested by Agent, receipt by Agent and the applicable L/C Issuer. Each Lender Party hereby directs the Collateral Agent, Lenders and the Collateral Agent hereby agrees at the Borrower’s expense, upon receipt Holders of reasonable advance notice liability releases from the Borrower, Credit Parties each in form and substance acceptable to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10Agent.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of a Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent); and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan x Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreement) and (iiiii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations under the Loan Documents and all Obligations arising under Secured Rate Contracts, that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued)contingent Obligations, in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations as to which no claim has been asserted) and (D) to the Administrative extent requested by Agent, receipt by Agent and the applicable L/C IssuerSecured Parties of liability releases from the Credit Parties each in form and substance acceptable to Agent. Each Lender Party hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expensexxxxxx agrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10.at least five

Release of Collateral or Guarantors. Each Without limiting the provisions of Section 8.1, each Lender Party and L/C Issuer (including in its capacities as a potential Cash Management Bank and a potential Secured Swap Provider) hereby consents to the release and hereby irrevocably authorizes and directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation and its other obligations under the Loan Documents if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents including the conversion of any Restricted Subsidiary into an Unrestricted Subsidiary (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.10 and 4.12; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against any Property (i) any Collateral that is Sold by a Loan Party in a Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been grantedconstitutes “Excluded Property”, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined if approved, authorized or ratified in the Guaranty and Security Agreement) and writing in accordance with Section 9.1, (iii) all of the Collateral and all Loan Parties, upon (A) termination of the Aggregate Revolving Loan Commitments and all Secured Hedging Support Documents, (B) Aggregate Term Loan Commitments and payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all (other Obligations that the Administrative Agent and the Collateral Agent have than (A) contingent indemnification obligations as to which no claim has been notified in writing are then due and payable asserted and (CB) deposit of cash collateral with respect obligations and liabilities under Secured Rate Contracts and Cash Management Obligations as to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties which arrangements satisfactory to the Administrative applicable Cash Management Bank or Secured Swap Provider shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Agent and the applicable L/C IssuerIssuer shall have been made), and (iv) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Credit Party. Each Lender Party and L/C Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10.8.10. Each Lender and L/C Issuer (including in its capacities as a potential Cash Management Bank and a potential Swap Provider) irrevocably authorizes Agent to enter into such documents and take such other actions that the Loan Parties may reasonably request to terminate the control agreements with respect to deposit accounts, securities accounts and commodities accounts delivered by the Loan Parties to Agent on behalf of the Secured Parties pursuant to the Existing Credit Agreement. Upon request by Agent at any time, the Required Lenders will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 8.10. In each case as specified in this

Release of Collateral or Guarantors. Each Lender Party Purchaser hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation of any Loan Party if all of the Securities of such Subsidiary owned by any Group Member are Sold in a Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 7.10; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold by a Loan Party in a Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon Section 8.2(d) or (as defined in the Guaranty and Security Agreemente) and (iii) all of the Collateral and all Loan Parties, Parties upon (A) termination of the Commitments and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Notes and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and by the holder of such Obligation, (CB) deposit of cash collateral with respect to all L/C contingent Obligations (or a back-up letter of credit has been issuedother than Contingent Indemnification Obligations), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Collateral Agent and each Indemnitee that is owed such Obligations and (C) to the applicable L/C Issuerextent requested by the Collateral Agent, receipt by the Secured Parties of liability releases from the Loan Parties each in form and substance acceptable to the Collateral Agent. Each Lender Party Purchaser hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the BorrowerIssuer, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.1011.16.

Release of Collateral or Guarantors. Each Lender Party of the Lenders hereby consents to the release and hereby directs the Collateral Administrative Agent to, and the Administrative Agent hereby agrees: (a) to release any Subsidiary of Holdings from its guarantee of any Obligation of any Obligor if (i) all of the Capital Stock of such Subsidiary owned by Holdings or subordinate any of its Subsidiaries are sold or otherwise transferred in a Disposition not prohibited by Section 6.12 (including pursuant to a waiver or consent), to the extent that, after giving effect to such sale, such Subsidiary would not be required to guarantee any Obligations pursuant to Section 5.8, (ii) such Subsidiary is designated as an Unrestricted Subsidiary pursuant to Section 5.17 or (iii) such Subsidiary becomes an Immaterial Subsidiary; (b) to release (or, in the case of clause (b)(iii) and (b)(iv) below, at the option of the Borrower, release or subordinate) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold by a Loan Party an Obligor in a Sale (other than a Sale to another Loan Party) sale permitted by the Loan Documents (including pursuant to a valid waiver or consentconsent and including the sale or contribution of Accounts constituting Collateral in connection with a Qualified Receivables Transaction), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 5.8 after giving effect to such Sale sale have been grantedgranted and with respect to which the relevant Obligor complies with Section 2.6(b), as applicable, (ii) any property subject to a Lien permitted hereunder Collateral to the extent the release of any Lien in such property constitutes “Excluded Property” Collateral is permitted or required under any Loan Document (as defined including, without limitation, (x) the proviso in the Guaranty and Security AgreementSection 5.8(b) and (y) Section 5.17), (iii) any Collateral (including any cash or Cash Equivalents on deposit in the Collateral Account) upon the written direction of the Borrower so long as (x) no Default or Event of Default has occurred or is continuing and (y) after giving effect to such release and the exclusion of the Appraised Value of such Collateral or the amount of Accounts constituting such Collateral, as applicable, from the calculation of the Collateral Coverage Ratio, there would not be a Collateral Coverage Failure and (iv) all of the Collateral and all Loan PartiesObligors, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (as to which claims have been asserted or a back-up letter of credit has been issued)are pending, in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnitee that is owed such Obligations and (D) to the applicable L/C Issuer. Each Lender Party hereby directs extent requested by the Collateral Administrative Agent, receipt by the Secured Parties of mutual liability releases from the Obligors and the Collateral Agent hereby agrees at Administrative Agent, each in form and substance acceptable to the Borrower’s expense, Administrative Agent; and (c) upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.9; provided, that the Administrative Agent shall not be obligated to release any guarantee or Lien pursuant to this Section 8.9 until its receipt from the Borrower of an Officer’s Certificate certifying that such release complies with this Section 8.9, and the Administrative Agent shall be fully protected in relying on such Officer’s Certificate in connection therewith.

Release of Collateral or Guarantors. Each Lender Party Holder hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Company from its guaranty of any Obligation of any Note Party if all of the Securities of such Subsidiary owned by any Group Member are Sold in a Sale permitted under the Note Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 7.10; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold by a Loan Note Party in a Sale (other than a Sale to another Loan Party) permitted by the Loan Note Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon Section 8.2(d) or (as defined in the Guaranty and Security Agreemente) and (iii) all of the Collateral and all Loan Note Parties, upon (A) termination of the Commitments and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations the entire outstanding principal amount of Notes and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued)contingent Obligations, in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Collateral Agent and the applicable L/C Issuereach Indemnitee that is owed such Obligations. Each Lender Party Holder hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the BorrowerCompany, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of a Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent); and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property Property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreementreliance upon Section 5.1(h) or 5.1(i) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations under the Loan Documents and all Obligations arising under Secured Rate Contracts, that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and (or, as an alternative with respect to Obligations arising under Secured Rate Contracts, other arrangements acceptable to the holder of such Obligations are made), (C) deposit of cash collateral with respect to all L/C contingent Obligations (or or, as an alternative to cash collateral in the case of any Letter of Credit Obligation, receipt by Agent of a back-up letter of credit has been issuedcredit), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations (other than L/C Reimbursement Obligations) as to which no claim has been asserted) and (D) to the Administrative extent requested by Agent, receipt by Agent and the applicable Secured Parties of liability releases from the Credit Parties each in form and substance reasonably acceptable to Agent. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable at least five (5) Business Days' advance notice from the BorrowerBorrower Representative, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs authorizes the Collateral Agent to release (or, in the case of clause (c) below, release or subordinate subordinate) the following: (a) any Restricted Subsidiary of the Parent Borrower (other than any English Borrower and any Designated Revolving Borrower) from its guaranty of any Obligation if (x) all of the Stock and Stock Equivalents of such Restricted Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Restricted Subsidiary (A) (i) would not be required to guaranty any Obligations pursuant to Section 4.13 and (ii) is released as, or is not, an obligor or guarantor in respect of any Credit Agreement Refinancing Debt or (B) is or will be an Excluded Subsidiary or (y) it is designated as an Unrestricted Subsidiary pursuant to Section 4.20; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) against any Collateral owned by a Credit Party that is Sold by a Loan Party released from its guaranty as provided in a Sale (other than a Sale to another Loan PartySection 9.26(a) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been grantedabove, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreement) and [reserved], (iii) against all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Loan Commitments, (B) payment and satisfaction in full of all Loansthe Obligations (other than Remaining Obligations and in respect of Letter of Credit Obligations, all if (x) such Letter of Credit is cash collateralized by delivery to the Agent of an amount of cash equal to 103% of the amount of Letter of Credit Obligations to be held for the benefit of the L/C Reimbursement Obligations and all other Obligations that the Administrative Issuer, Agent and the Collateral Agent have been notified Revolving Lenders entitled thereto as additional collateral security for Obligations in writing are then due and payable and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory Letter of Credit or (y) such Letter of Credit is backstopped in a manner reasonably acceptable to the Administrative Agent and the applicable L/C Issuer), (iv) at the time the property subject to such Lien is disposed as part of or in connection with any disposition permitted hereunder or under any other Loan Document to any Person other than a Credit Party, (v) subject to Section 9.1, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders and (vi) to the extent such asset constitutes Excluded Property (as defined in the Guaranty and Security Agreement). (c) upon the request of the Parent Borrower, the Agent may release or subordinate any Lien on any property granted to or held by the Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 5.1 pursuant to documents reasonably acceptable to the Agent. Notwithstanding anything contained herein to the contrary, including Section 9.1(a), the Required Lenders may direct the Agent to release any Immaterial Subsidiary from its payment Obligations under the Loan Documents. Each Lender Party and L/C Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Parent Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release (or evidence the release of) the guaranties and Liens Xxxxx when and as directed in this Section 10.109.26. If the Agent is requested to execute or deliver any document with a release referenced in this Section 9.26, the Parent Borrower shall deliver to the Agent a certificate of a Responsible Officer of the relevant Credit Party certifying the circumstances that permit such release. In connection with any event for which a termination or release is authorized pursuant to this Section 9.26, the applicable Liens under the Loan Documents shall be automatically released and terminated and the applicable Credit Parties shall be automatically released from their guarantees under the Collateral Documents upon the consummation of the applicable event, and in connection with any such termination and release, as applicable, the Agent shall promptly execute and deliver to the applicable Credit Party or Restricted Subsidiary, at the expense of such Credit Party or Restricted Subsidiary, such documents as such Credit Party or such Restricted Subsidiary may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, to subordinate its interest in such item, or to release such Credit Party from its guarantee obligations under the Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.26. Notwithstanding anything herein or in the other Loan Documents to the contrary, no Subsidiary shall be released as a Guarantor solely as a result of ceasing to be a Wholly-Owned Subsidiary, unless (1) such Subsidiary ceases to be wholly-owned in a transaction for a bona fide business purpose in which the person taking the equity interests in such Subsidiary is not an Affiliate of the Parent Borrower and (2) at the time of such release, the Parent Borrower would have been permitted to make an Investment in such partially disposed Subsidiary, and is deemed to have made a new Investment in such partially disposed Subsidiary for purposes of Section 5.4 (as if such Person were then newly acquired), in an amount equal to the portion of the Fair Market Value of the net assets of such partially disposed Subsidiary attributable to the Parent Borrower’s equity interests therein.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Guarantor from its guaranty of any Obligation if all of the Equity Interests of such Guarantor owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Guarantor would not be required to guaranty any Obligations pursuant to Section 6.12 or any other Loan Document; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 6.16 after giving effect to such Sale transaction have been granted, (ii) any property subject to a Lien permitted hereunder to under clause (h) of the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreement) definition of Permitted Encumbrances and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations under the Loan Documents and all interest thereon, that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and (CB) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative extent requested by the Agent, receipt by Agent and the applicable L/C IssuerSecured Parties of liability releases from the Credit Parties each in form and substance acceptable to the Agent. Each Lender Party hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable five (5) days advance notice from the Borrower, or such shorter period as may be agreed by the Agent, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release, and the Administrative Agent hereby agrees, (or, in the case of Section ‎12.10(b), release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation of any Obligor (i) if all of the Equity Interests in such Subsidiary owned by any Obligor or any of its Subsidiaries are disposed of in an Asset Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Asset Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section ‎8.12(a) and (ii) upon (x) termination of the Commitments and (y) payment and satisfaction in full of all Loans and all other Obligations that the Administrative Agent has been notified in writing are then due and payable (other than Warrant Obligations and inchoate indemnification and expense reimbursement obligations for which no claim has been made); and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold disposed of by a Loan Party an Obligor in a an Asset Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined described in the Guaranty and Security AgreementSection ‎9.02(c) and (iii) all of the Collateral and all Loan PartiesObligors, upon (Ax) termination of the Commitments and all Secured Hedging Support Documents, (By) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable (other than Warrant Obligations and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit inchoate indemnification and expense reimbursement obligations for which no claim has been issuedmade), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C Issuer. Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties guarantees and Liens when and as directed in this Section 10.10‎12.10 and deliver to the Borrower, at the expense of the Borrower, any portion of such Collateral so released pursuant to this Section 12.10 that is in possession of the Administrative Agent. In addition, in connection with any Permitted Licenses, each Lender hereby authorizes Administrative Agent to, and at the request of the Borrower, the Administrative Agent shall, negotiate and enter into a non-disturbance agreement and other similar agreements in form and substance reasonably satisfactory to Administrative Agent.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of Borrower from its guaranty of any Obligation of any Loan Party if all of the Securities of such Subsidiary owned by any Group Member are Sold in a Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 7.10; and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold by a Loan Party in a Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder pursuant to the extent such property constitutes “Excluded Property” Section 8.2(d) or (as defined in the Guaranty and Security Agreemente) and (iii) all of the Collateral and all Loan Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and payable, (C) deposit of cash collateral with respect to all contingent Obligations (or, in the case of any L/C Obligations (or Obligation, a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnitee that is owed such Obligations and (D) to the applicable extent requested by the Administrative Agent, receipt by the Secured Parties of liability releases from the Loan Parties each in form and substance acceptable to the Administrative Agent. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.1011.10.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Agent to release or subordinate the following: (a) any Lien held by the Collateral Agent for the benefit Subsidiary of the Secured Parties against (i) Borrower from its guaranty of any Collateral that is Sold Obligation of any Obligor if all of the Equity Interests in such Subsidiary owned by a Loan Party any Obligor or any of its Subsidiaries are disposed of in a an Asset Sale (other than a Sale to another Loan Party) permitted by under and in accordance with the terms of the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 that, after giving effect to such Asset Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 8.12(a); and (b) any Lien held by the Agent for the benefit of the Secured Parties against (i) any Collateral that is disposed of by an Obligor in an Asset Sale have been grantedpermitted by and in accordance with the terms of the Loan Documents (including pursuant to a valid waiver or consent), and (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreement) and (iii) all of the Collateral and all Loan PartiesObligors, upon (Aw) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (Bx) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations (other than inchoate indemnification and expense reimbursement obligations for which no claim has been made) that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and payable, (Cy) deposit of cash collateral with respect to all L/C contingent Obligations (or a back-up letter of credit other than inchoate indemnification and expense reimbursement obligations for which no claim has been issuedmade), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnified Party that is owed such Obligations, and (z) to the applicable L/C Issuerextent requested by the Agent, receipt by the Secured Parties of liability releases from the Obligors, each in form and substance acceptable to the Agent. The Agent shall not be required to execute any document necessary to evidence such release authorized under this Section 12.10 unless a Responsible Officer of the Borrower shall certify in writing to the Agent that the transaction requiring such release is permitted under the Loan Documents (it being acknowledged that the Agent may rely on any such certificate without further inquiry). Each Lender Party hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties Guaranties and Liens when and as directed in this Section 10.1012.10.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of Section 12.10(b)(ii), release or subordinate subordinate) the following: (a) any Subsidiary of Borrower from its guaranty of any Obligation of any Obligor if all of the Equity Interests in such Subsidiary owned by any Obligor or any of its Subsidiaries are disposed of in an Asset Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Asset Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 8.12; and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold disposed of by a Loan Party an Obligor in a an Asset Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 8.12 after giving effect to such Asset Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined described in the Guaranty and Security AgreementSection 9.02(d) and (iii) all of the Collateral and all Loan PartiesObligors, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations (other than Warrant Obligations) that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or a back-up letter of credit has been issuedother than Warrant Obligations), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnitee that is owed such Obligations (other than Warrant Obligations) and (D) to the applicable L/C Issuerextent requested by Administrative Agent, receipt by the Secured Parties of liability releases from the Obligors each in form and substance acceptable to Administrative Agent. Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION 84 deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.1012.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of Holdings from its guaranty of any Obligation of any Loan Party if all of the Securities of such Subsidiary owned by all Group Members are Sold in a Sale or Sales permitted under the Loan Documents (including pursuant to a waiver or consent); and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold by a Loan Party in a Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder in reliance upon Section 8.2(d) or (g) or, as it pertains to the extent such property constitutes “Excluded Property” Section 8.2(c) or (as defined in the Guaranty and Security Agreementd), Section 8.2(e) and (iii) all of the Collateral and all Loan Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable (other than, while no acceleration of the Obligations under the Loan Documents has occurred, Obligations under Secured Hedging Agreements), and (C) deposit of cash collateral with respect to all contingent Obligations (or, in the case of any L/C Obligations (or Obligation to which the Administrative Agent has given its approval, a back-up letter of credit in form and substance reasonably satisfactory to the Administrative Agent has been issued), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties reasonably satisfactory to the Administrative Agent and the applicable each Indemnitee that is owed such Obligations. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and release (or subordinate as applicable) Liens when and as directed in this Section 10.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Appropriate Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of a Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.13; and (b) any Lien held by the Collateral Appropriate Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 4.13 after giving effect to such Sale transaction have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon subsection 5.1(h) or (as defined in the Guaranty and Security Agreementi) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitment of each Lender, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations (other than unasserted contingent indemnification obligations) under the Loan Documents and all Obligations arising under Secured Rate Contracts, that the Administrative Appropriate Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or or, as an alternative to cash collateral, in the case of any Letter of Credit Obligation, receipt by the Appropriate Agent of a back-up letter of credit has been issued), credit) in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to such Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations (other than L/C Reimbursement Obligations) as to which no claim has been asserted) and (D) to the Administrative extent requested by an Agent, receipt by such Agent and the applicable Secured Parties of liability releases from the Credit Parties each in form and substance acceptable to such Agent. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral each Agent, and the Collateral each Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the appropriate Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.13; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 4.13 after giving effect to such Sale transaction have been granted, (ii) any property subject to a Lien permitted hereunder in reliance upon subsection 5.1(h), (i), (r), (t), (w) and (y), to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreement) constituting a cash collateral deposit securing Hedging Obligations, and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations under the Loan Documents and all Obligations arising under Secured Rate Contracts, in each case, that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligations are then due and payable and payable, (C) deposit of cash collateral with respect to all contingent Obligations (other than (1) Obligations arising under any Letter of Credit and (2) contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted) in amounts and on terms and conditions and with parties satisfactory to Agent and each Indemnitee that is, or may be, owed such Obligations, (D) deposit of cash collateral with respect to all Letter of Credit Obligations or receipt by each L/C Obligations (or Issuer which has issued an outstanding Letter of Credit of a back-up letter of credit has been issued), in an amount equal amounts (not to exceed 105% of such L/C Obligation the undrawn stated amount of any Letter of Credit) and on terms and conditions and with parties satisfactory to such L/C Issuer and (E) to the Administrative extent requested by Agent, receipt by Agent and the applicable Secured Parties of liability releases from the Credit Parties each in form and substance acceptable to Agent. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of Section 8.10(b)(ii), release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent); (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property Property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreementreliance upon Section 5.1(h) or 5.1(i) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations under the Loan Documents and all Obligations arising under Secured Rate Contracts, that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or or, as an alternative to cash collateral in the case of any Letter of Credit Obligation, receipt by Agent of a back-up letter of credit has been issuedcredit), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations (other than L/C Reimbursement Obligations) as to which no claim has been asserted) and (D) to the Administrative extent requested by Agent, receipt by Agent and the applicable Secured Parties of liability releases from the Credit Parties each in form and substance acceptable to Agent; and (c) on the Closing Date, any Lien held by Agent for the benefit of the Secured Parties against any Stock or Stock Equivalents owned legally or beneficially by the Permitted Holders. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable at least five (5) Business Days’ advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Secured Party hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Stock of such Subsidiary owned by any Credit Party is sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 5.13; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 5.13 after giving effect to such Sale transaction have been granted, (ii) any property Property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreementreliance upon Section 6.1(h) or 6.1(i) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination the occurrence of the Commitments Facility Termination Date and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loansto the extent requested by Agent, all L/C Reimbursement Obligations and all other Obligations that the Administrative receipt by Agent and the Collateral Agent have been notified Secured Parties of liability releases from the Credit Parties each in writing are then due form and payable and (C) deposit of cash collateral with respect substance reasonably acceptable to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C IssuerAgent. Each Lender Secured Party hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary at the Borrower’s expense to release the guaranties and Liens when and as directed in this Section 10.109.10.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release, and the Administrative Agent hereby agrees, (or, in the case of Section 12.10(b), release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation of any Obligor (i) if all of the Equity Interests in such Subsidiary owned by any Obligor or any of its Subsidiaries are disposed of in an Asset Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Asset Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 8.12(a) and (ii) upon (x) termination of the Commitments and (y) indefeasible payment and satisfaction in full of all Loans and all other Obligations that the Administrative Agent has been notified in writing are then due and payable (other than inchoate indemnification and expense reimbursement obligations for which no claim has been made); and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold disposed of by a Loan Party an Obligor in a an Asset Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreement) and (iiiii) all of the Collateral and all Loan PartiesObligors, upon (Ax) termination of the Commitments and all Secured Hedging Support Documents, (By) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable (other than inchoate indemnification and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit expense reimbursement obligations for which no claim has been issuedmade), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C Issuer. Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties guarantees and Liens when and as directed in this Section 10.1012.10 and deliver to the Borrower, at the expense of the Borrower, any portion of such Collateral so released pursuant to this Section 12.10 that is in possession of the Administrative Agent.

Release of Collateral or Guarantors. Each Lender Party Purchaser hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (c)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Issuer from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Note Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.13; (b) provided no Default or Event of Default has occurred and is continuing, any Domestic Subsidiary of the Issuer from its guaranty of any Obligation if the Subsidiary becomes an Excluded Domestic Subsidiary or a Foreign Subsidiary; and (c) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Note Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 4.13 after giving effect to such Sale transaction have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon Section 5.1(h) or (as defined in the Guaranty and Security Agreementi) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations under the Note Documents and Agent’s receipt of written acknowledgement thereof by each Purchaser (other than the Purchaser that the Administrative Agent and the Collateral Agent have been notified in writing are then due and payable and acts as Agent), (CB) deposit of cash collateral with respect to all L/C contingent Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Required Purchasers and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations as to which no claim has been asserted) and (C) to the extent requested by Agent or the Required Purchasers, receipt by Agent and the applicable L/C Issuer. Each Lender Party hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expense, upon receipt Secured Parties of reasonable advance notice liability releases from the Borrower, Credit Parties each in form and substance acceptable to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10Required Purchasers.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation of any Loan Party if all of the Securities of such Subsidiary owned by any Group Member are Sold in a Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 7.10; and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold by a Loan Party in a Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon Section 8.2(d) or (as defined in the Guaranty and Security Agreemente) and (iii) all of the Collateral and all Loan Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations (other than contingent indemnification Obligations not relating to Letters of Credit and as to which no underlying claim has arisen or been asserted) that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable by the holder of such Obligation, and (C) deposit of cash collateral with respect to all contingent Obligations (or, in the case of any L/C Obligations (Obligation, deposit of funds in the applicable L/C Cash Collateral Account equal to at least 105% of such L/C Obligation, or a to the extent acceptable to the L/C Issuers, the issuance of back-up letter to back letters of credit has been issued), issued by issuers and in form and substance reasonably satisfactory in all respects to the applicable L/C Issuer and the Administrative Agent and in an amount equal to 105% of such L/C Obligation each outstanding REVOLVING CREDIT AGREEMENT [DAYTON SUPERIOR CORPORATION] 81 Letter of Credit), in amounts and on terms and conditions and with parties reasonably satisfactory to the Administrative Agent Agent. Each Lender and the applicable L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of Section 12.10(b)(ii) , release or subordinate subordinate) the following: (a) any Subsidiary of Borrower from its guaranty of any Obligation of any Obligor if all of the Equity Interests in such Subsidiary owned by any Obligor or any of its Subsidiaries are disposed of in an Asset Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Asset Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 8.12 ; and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold disposed of by a Loan Party an Obligor in a an Asset Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such any Collateral pursuant to Section 7.10 8.12 after giving effect to such Asset Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined described in the Guaranty and Security AgreementSection 9.02(d) and (iii) all of the Collateral and all Loan PartiesObligors, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued)contingent Obligations, in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Majority Lenders and each Indemnitee that is owed such Obligations and (D) to the extent requested by Administrative Agent Agent, receipt by the Secured Parties of liability releases from the Obligors each in form and the applicable L/C Issuersubstance acceptable to Administrative Agent. Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.1012.10 .

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of a Borrower from its guaranty of any Obligation of any Loan Party or any Borrower (other than Parent) if all of the Securities of such Person owned by any Loan Party are Sold in a Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Sale, such Person would not be required to guaranty any Obligations pursuant to Section 6.11 or be a Borrower hereunder; and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold by a Loan Party in a Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 6.11 after giving effect to such Sale have been granted, and (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreement) and (iii) all of the Collateral and all Loan Parties, upon (A) termination of the Commitments and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations the Term Loan and all other Obligations that the Administrative Agent and the Collateral Agent have has been notified in writing are then due and payable and payable, (CB) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued)contingent Obligations, in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnitee that is owed such Obligations and (C) to the applicable L/C Issuerextent requested by the Administrative Agent, receipt by the Secured Parties of liability releases from the Loan Parties each in form and substance acceptable to the Administrative Agent. Each Lender Party hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the BorrowerParent, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.109.10.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Agent Agents to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Subsidiary of the Borrower from its guaranty of any Obligation of any Loan Party if all of the Securities of such Subsidiary owned by any Group Member are Sold in a Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 7.10; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold by a Loan Party in a Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” in reliance upon Section 8.2(d) or (as defined in the Guaranty and Security Agreemente) and (iii) all of the Collateral and all Loan Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsCommitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations (other than contingent indemnification Obligations as to which no claim has been asserted) that the Administrative Agent and the Collateral Agent Agents have been notified in writing are then due and payable and by the holder of such obligation, (C) deposit of cash collateral with respect to all contingent Obligations (or, in the case of any L/C Obligations (or Obligation, a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to the Administrative Agent Agents and each Indemnitee that is owed such Obligations and (D) to the applicable extent requested by the Agents, receipt by the Secured Parties of liability releases from the Loan Parties each in form and substance acceptable to the Agents. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral AgentAgents, and the Collateral Agent Agents hereby agrees at the Borrower’s expenseagree, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10.