Common use of Release of Guarantees and Liens Clause in Contracts

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and/or Collateral Agent shall take any action reasonably requested by the Parent Borrower having the effect of evidencing the release of any Collateral or guarantee obligations under the circumstances provided for in Section 9.01(b). When this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of Cash Management Agreements, Designated Hedge Agreements (other than in connection with a repayment of the Obligations in full during the continuation of an Event of Default), contingent indemnity obligations for which no demand has been made and obligations in respect of Letters of Credit that have been Cash Collateralized) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have delivered to the Administrative Agent and the Collateral Agent a written release of all claims against the Administrative Agent, the Collateral Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, the Administrative Agent and/or the Collateral Agent will, at the Parent Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments or releases of Intellectual Property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent to release, as of record, the Administrative Agent’s and/or the Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or the Collateral Agent with respect to the Obligations.

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and/or Collateral Agent shall is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action reasonably requested by the Parent Borrower Borrowers having the effect of evidencing the release of releasing any Collateral or guarantee obligations (i) to the extent necessary or reasonably requested to permit consummation of any transaction permitted by any Loan Document (including any (x) merger, consolidation, amalgamation, Asset Sale and/or liquidation or (y) designation of a Subsidiary as an Unrestricted Subsidiary, in each case in accordance with the terms of the Loan Documents) or that has been consented to in accordance with the terms hereof or (ii) under the circumstances provided for described in Section 9.01(b)the next succeeding sentence. All Liens created under the Loan Documents on the Target German Assets subject to a Directed Divestment shall be automatically released immediately prior to the consummation of such Directed Investment. When this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of Cash Management Secured Hedge Agreements, Designated Hedge Agreements (other than in connection with a repayment of the Obligations in full during the continuation of an Event of Default)Banking Services Obligations, contingent indemnity obligations for which no demand has been made and obligations in respect of Letters of Credit that have been Cash CollateralizedCollateralized or backstopped) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have delivered to the Administrative Agent and the Collateral Agent a written release of all claims against the Administrative Agent, the Collateral Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, the Administrative Agent and/or the Collateral Agent will, at the Parent U.S. Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments or releases of Intellectual Propertyintellectual property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent to release, as of record, the Administrative Agent’s and/or the Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or the Collateral Agent with respect to the Obligations.

Release of Guarantees and Liens. Notwithstanding (a) The Liens created by the Guarantee and Collateral Agreement shall automatically be released (i) to the extent necessary to permit consummation of any disposition of such Collateral (other than a disposition to the Borrower or any Guarantor) not prohibited by any Loan Document, (ii) that has been consented to in accordance with Section 10.1, (iii) consisting of assets of any Subsidiary Guarantor that is to be released from its obligations under the Guarantee and Collateral Agreement as provided below or (iv) under the circumstances described in paragraph (b) below. In addition, notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and/or Collateral is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) and, subject to the Administrative Agent’s receipt of a certification by the Borrower and applicable Guarantor as to such other matters relating to such release as the Administrative Agent shall may reasonably request, is required to promptly take any further action (without recourse or warranty) reasonably requested by the Parent Borrower having the effect of evidencing to evidence the release of any Collateral or guarantee as set forth above. Additionally, any Subsidiary Guarantor shall automatically be released from its obligations under the circumstances provided for in Section 9.01(b). When Guarantee and Collateral Agreement (x) upon the consummation of any transaction not prohibited by this Agreement has been terminated and all that results in such Subsidiary Guarantor ceasing to be a Subsidiary of the Obligations have been fully and finally discharged Borrower (other than obligations in respect including, for the avoidance of Cash Management Agreementsdoubt, Designated Hedge Agreements any designation of a Subsidiary as a Non-Recourse Subsidiary hereunder), (other than in connection with a repayment of the Obligations in full during the continuation of an y) so long as no Event of Default)Default has occurred and is continuing or would result therefrom, contingent indemnity obligations for which no demand has been made and obligations in respect of Letters of Credit that have been Cash Collateralized) and at the obligations of the Administrative Agent and the Lenders Borrower’s option by written notice to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have delivered to the Administrative Agent and the Collateral Agent a written release of all claims against the Administrative Agent, so long as such Subsidiary is a De Minimis Subsidiary and, after giving effect to such release, the Collateral Agent and threshold set forth in the Lendersproviso to the definition of “De Minimis Subsidiary” would not be exceeded and, in form and substance reasonably satisfactory (z) at the Borrower’s option by written notice to the Administrative Agent and the Collateral Agent, the Administrative Agent and/or the if such Subsidiary becomes a Specified Excluded Subsidiary. Any such evidence of release of Collateral Agent will, at the Parent Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments may be documented pursuant to a Release or releases of Intellectual Property, discharges of security interests, and such other similar discharge or release documents (and, if applicable, in recordable form) documentation as are necessary or advisable and in form and substance shall be reasonably satisfactory acceptable to the Administrative Agent and the Collateral Agent to release, as of record, the Administrative Agent’s and/or the Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or the Collateral Agent with respect to the Obligations.

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and/or Collateral Agent shall is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action reasonably requested by the Parent Borrower having the effect of evidencing the release of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction permitted by any Loan Document or that has been consented to in accordance with the terms hereof or (ii) under the circumstances provided for described in Section 9.01(b)the next succeeding sentence. When this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of Cash Management Agreements, Designated Hedge Agreements (other than in connection with a repayment of the Obligations in full during the continuation of an Event of Default)Agreements, contingent indemnity obligations for which no demand has been made and obligations in respect of Letters of Credit that have been Cash Collateralized) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have delivered to the Administrative Agent and the Collateral Agent a written release of all claims against the Administrative Agent, the Collateral Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, the Administrative Agent and/or the Collateral Agent will, at the Parent Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments or releases of Intellectual Propertyintellectual property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent to release, as of record, the Administrative Agent’s and/or the Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or the Collateral Agent with respect to the Obligations.

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and/or Collateral Agent shall is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.02) to take any action reasonably requested by the Parent Borrower having the effect of evidencing the release of releasing any Collateral or guarantee obligations under the circumstances provided for Guaranteed Obligations or subordinating any Lien in Section 9.01(b). When this Agreement has been terminated and all favor of the Obligations have been fully and finally discharged (other than obligations Administrative Agent in respect of Cash Management Agreements, Designated Hedge Agreements (other than order to comply with any permitted restriction in connection with a repayment Lien permitted under Section 7.02 (i) to the extent necessary to permit consummation of the Obligations in full during the continuation of an Event of Default), contingent indemnity obligations for which no demand any transaction not prohibited by any Loan Document or that has been made and obligations consented to in respect of Letters of Credit that have been Cash Collateralizedaccordance with Section 10.02 or (ii) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have delivered to the Administrative Agent and the Collateral Agent a written release of all claims against circumstances in clause (c) below. The Lenders hereby confirm the Administrative Agent’s authority to release or subordinate its Lien on particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Collateral Agent Guaranty pursuant to this Section and the Lenders, terms of the Guaranty. In each case as specified in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agentthis Section, the Administrative Agent and/or the Collateral Agent will, at the Parent Borrower’s sole expense, execute and deliver any termination statementsto the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the subordination of such Lien, lien releasesrelease of such item of Collateral from the assignment and security interest granted under the Security Documents, mortgage releases, re-assignments or releases of Intellectual Property, discharges of security interests, and other similar discharge or to release documents (and, if applicablesuch Subsidiary Guarantor from its obligations under the Guaranty, in recordable form) as are necessary or advisable each case in accordance with the terms of the Loan Documents and in form this Section and substance reasonably satisfactory subject to receipt by the Administrative Agent of a certification of the Borrower as to such release or subordination being permitted pursuant to the terms of this Agreement or any other Loan Document (and the Collateral Administrative Agent may rely conclusively on such certification without further inquiry); provided that (x) the Administrative Agent shall not be required to releaseexecute any such document on terms which, as of record, in the Administrative Agent’s and/or opinion, would expose it to liability or create any obligation or entail any consequence other than the Collateral Agent’s release of such Liens without recourse or warranty, and (y) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary Guarantor in respect of) all notices interests retained by the Borrower or any Subsidiary Guarantor, including (without limitation) the proceeds of security interests the sale, all of which shall continue to constitute part of the Collateral. Any execution and liens previously filed delivery by the Administrative Agent and/or of documents in connection with any such release shall be without recourse to or warranty by either the Collateral Administrative Agent. Upon request by the Administrative Agent with respect at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the ObligationsGuaranty pursuant to this Section.

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and/or Collateral Agent shall is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action reasonably requested by the Parent Borrower having the effect of evidencing the release of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction permitted by any Loan Document or that has been consented to in accordance with the terms hereof or (ii) under the circumstances provided for described in Section 9.01(b)the next succeeding sentence. When this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of Cash Management Agreements, Designated Hedge Agreements (other than in connection with a repayment of the Obligations in full during the continuation of an Event of Default)Agreements, contingent indemnity obligations for which no demand has been made and obligations in respect of Letters of Credit that have been Cash Collateralized) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have delivered to the Administrative Agent and the Collateral Agent a written release of all claims against the Administrative Agent, the Collateral Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, the Administrative Agent and/or the Collateral Agent will, at the Parent Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments or releases of Intellectual Propertyintellectual property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent to release, as of record, the Administrative Agent’s and/or the Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or the Collateral Agent with respect to the Obligations.

Release of Guarantees and Liens. Notwithstanding anything to At such time as the contrary contained herein or in any other Loan Document, the Administrative Agent and/or Collateral Agent shall take any action reasonably requested by the Parent Borrower having the effect of evidencing the release of any Collateral or guarantee obligations under the circumstances provided for in Section 9.01(b). When this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of Cash Management Agreements, Designated Hedge Agreements (other than in connection with a repayment of the Obligations in full during the continuation of an Event of Default), contingent indemnity obligations for which no demand has been made and obligations in respect of Letters of Credit that have been Cash Collateralized) Loans and the other obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents (other than contingent indemnification obligations) shall have been terminated irrevocablyindefeasibly paid in full and the Commitment has been terminated, the Collateral shall be released from the Liens created by the Security Documents, and the Credit Parties Security Documents and all obligations (other than those expressly stated to survive such termination) of the Borrower and each Subsidiary under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. If any of the Collateral shall be sold, transferred or otherwise disposed of by the Borrower or any Subsidiary in a transaction permitted by this Agreement, then the Collateral Agent, at the request and sole expense of the Borrower or any Subsidiary, shall execute and deliver to the Borrower or any Subsidiary all releases or other documents reasonably necessary or desirable for the release of the Liens created by the Security Documents on such Collateral. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder and under the other Security Documents in the event that all the Capital Stock of such Guarantor shall be Disposed of in a transaction permitted by this Agreement; provided that, in the case of this sentence and the immediately prior sentence, the Borrower shall have delivered to the Administrative Agent and Collateral Agent, at least five (5) Business Days prior to the date of the proposed release (or such shorter time as the Collateral Agent may agree), a written request for release of all claims against identifying the Administrative Agentrelevant Guarantor, summarizing the Collateral Agent transaction and stating that such transaction is in compliance with this Agreement and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent other Loan Documents (and the Collateral Agent, the Administrative Agent and/or the Collateral Agent will, at the Parent Borrower’s sole expense, execute Lenders hereby authorize and deliver any termination statements, lien releases, mortgage releases, re-assignments or releases of Intellectual Property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable and in form and substance reasonably satisfactory to the Administrative Agent and direct the Collateral Agent to release, as of record, the Administrative Agent’s and/or the Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or the Collateral Agent with respect to the Obligationsconclusively rely on such certifications in performing its obligations under this Section 9.2).

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and/or Collateral Agent shall is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action reasonably requested by the Parent Borrower having the effect of evidencing the release of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction permitted by any Loan Document or that has been consented to in accordance with the terms hereof or (ii) under the circumstances provided for described in Section 9.01(b)the next succeeding sentence. When this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of Cash Management Designated Hedge Agreements, Designated Hedge Agreements (other than in connection with a repayment of the Obligations in full during the continuation of an Event of Default)Designed Banking Services Agreements, contingent indemnity obligations for which no demand has been made and obligations in respect of Letters of Credit that have been Cash Collateralized) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have delivered to the Administrative Agent and the Collateral Agent a written release of all claims against the Administrative Agent, the Collateral Agent and the Lenders, in 119 form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, the Administrative Agent and/or the Collateral Agent will, at the Parent Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments or releases of Intellectual Propertyintellectual property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent to release, as of record, the Administrative Agent’s and/or the Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or the Collateral Agent with respect to the Obligations.

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and/or Collateral Agent shall take any action reasonably requested by the Parent Borrower having the effect of evidencing the release of any Collateral or guarantee obligations under the circumstances provided for in Section 9.01(b). When this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of Cash Management Agreements, Designated Hedge Agreements (other than in connection with a repayment of the Obligations in full during the continuation of an Event of Default), contingent indemnity obligations for which no demand has been made and obligations in respect of Letters of Credit that have been Cash Collateralized) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have delivered to the Administrative Agent and the Collateral Agent a written release of all claims against the Administrative Agent, the Collateral Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, the Administrative Agent and/or the Collateral Agent will, at the Parent Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments or releases of Intellectual Property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent to release, as of record, the Administrative Agent’s and/or the Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or the Collateral Agent with respect to the Obligations.. 075030-0002-08530-Active.13958716.14

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and/or Collateral Agent shall take any action reasonably requested by the Parent Borrower having the effect of evidencing the release of any Collateral or guarantee obligations under the circumstances provided for in Section 9.01(b). When this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of Cash Management Agreements, Designated Hedge Agreements (other than in connection with a repayment of the Obligations in full during the continuation of an Event of Default), contingent indemnity obligations for which no demand has been made and obligations in respect of Letters of Credit that have been Cash Collateralized) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have delivered to the Administrative Agent and the Collateral Agent a written release of all claims against the Administrative Agent, the Collateral Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, the Administrative Agent and/or the Collateral Agent will, at the Parent Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments or releases of Intellectual Property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable and in form and substance reasonably satisfactory to the Administrative Agent and the 274 Collateral Agent to release, as of record, the Administrative Agent’s and/or the Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or the Collateral Agent with respect to the Obligations.

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and/or Collateral Agent shall is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action reasonably requested by the Parent Borrower having the effect of evidencing the release of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction permitted by any Loan Document or that has been consented to in accordance with the terms hereof or (ii) under the circumstances provided for described in Section 9.01(b)the next succeeding sentence. When this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of Cash Management Agreements, Designated Hedge Agreements (other than in connection with a repayment of the Obligations in full during the continuation of an Event of Default)Agreements, contingent indemnity obligations for which no demand has been made and obligations in respect of Letters of Credit that have been Cash Collateralized) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have delivered to the Administrative Agent and the Collateral Agent a written release of all claims against the Administrative Agent, the Collateral Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, the Administrative Agent and/or the Collateral Agent will, at the Parent Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments or releases of Intellectual Propertyintellectual property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent to release, as of record, the Administrative Agent’s and/or the Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or the Collateral Agent with respect to the Obligations.. 148

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent’s security interest in any asset constituting Collateral and/or any guarantee by any Subsidiary Guarantor will be automatically released immediately, and the Administrative Agent and/or Collateral Agent shall is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action reasonably requested by the Parent Borrower having the effect of evidencing the release of releasing any Collateral or guarantee obligations obligations, upon the consummation of any transaction permitted by any Loan Document (including (x) any merger, consolidation, amalgamation, Asset Sale and/or liquidation, and/or (y) subject to the Infrastructure Reorganization Principles, any transaction related to, or in connection with, an Infrastructure Reorganization, in each case, in accordance with the terms of the Loan Documents) or that has been consented to in accordance with the terms hereof. All Liens created under the circumstances provided for Loan Documents on the Interoute German Assets subject to a Directed Divestment shall be automatically released immediately prior to the consummation of such Directed Divestment. Upon the occurrence of any event set forth in the first sentence of this Section 9.01(b). When 11.26 and/or when this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of Cash Management Agreements, Designated Hedge Agreements (other than in connection with a repayment of the Obligations in full during the continuation of an Event of Default), contingent indemnity obligations for which no demand has been made and obligations in respect of Letters of Credit that have been Cash Collateralizedobligations) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have delivered to the Administrative Agent and the Collateral Agent a written release of all claims against the Administrative Agent, the Collateral Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, the Administrative Agent and/or the Collateral Agent will, at the Parent Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments or releases of Intellectual Propertyintellectual property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent to release, as of record, the Administrative Agent’s and/or the Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or the Collateral Agent with respect to the Obligations.. #4848-6974-4858

Release of Guarantees and Liens. Notwithstanding anything to At such time as the contrary contained herein or in any Loans and the other Loan Document, the Administrative Agent and/or Collateral Agent shall take any action reasonably requested by the Parent Borrower having the effect of evidencing the release of any Collateral or guarantee obligations under the circumstances provided for Loan Documents (other than contingent indemnification obligations and obligations under or in Section 9.01(b). When this Agreement respect of Swap Agreements and Cash Management Agreements) shall have been paid in full, the Aggregate Commitment has been terminated and all no Letters of the Obligations have been fully and finally discharged Credit shall be outstanding (other than obligations in respect of Cash Management Agreements, Designated Hedge Agreements (other than in connection with a repayment of the Obligations in full during the continuation of an Event of Default), contingent indemnity obligations for which no demand has been made and obligations in respect of Letters of Credit that have been Cash Collateralized) and cash collateralized or otherwise backstopped in a manner satisfactory to the obligations of Issuing Bank), the Administrative Agent and Collateral shall be released from the Lenders to provide additional credit under Liens created by the Loan Documents have been terminated irrevocablySecurity Instruments, and the Security Instruments and all obligations (other than those expressly stated to survive such termination) of each Credit Parties Party under the Security Instruments shall terminate, all without delivery of any instrument or performance of any act by any Person; and If any of the Collateral shall be sold, transferred or otherwise disposed of by the Borrower or any Restricted Subsidiary in a transaction permitted by this Agreement, then the Administrative Agent, at the request and sole expense of the Borrower or any Restricted Subsidiary, shall execute and deliver to the Borrower or any Restricted Subsidiary all releases or other documents reasonably necessary or desirable for the release of the Liens created by the Security Instruments on such Collateral. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder and under the other Security Instruments in the event that all the Equity Interests of such Guarantor shall be Disposed of in a transaction permitted by this Agreement; provided that the Borrower shall have delivered to the Administrative Agent Agent, at least five (5) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Guarantor and the Collateral Agent terms of the Disposition in reasonable detail, including the price thereof and any anticipated expenses in connection 115 therewith, together with a written release of all claims against certification by the Administrative Agent, the Collateral Agent Borrower stating that such transaction is in compliance with this Agreement and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, the Administrative Agent and/or the Collateral Agent will, at the Parent Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments or releases of Intellectual Property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent to release, as of record, the Administrative Agent’s and/or the Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or the Collateral Agent with respect to the ObligationsLoan Documents.

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and/or Collateral Agent shall is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action reasonably requested by the Parent Borrower having the effect of evidencing the release of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction permitted by any Loan Document or that has been consented to in accordance with the terms hereof or (ii) under the circumstances provided described in the next succeeding sentence; provided, that no Guarantor shall be released from its guarantee obligations solely as a result of such Guarantor ceasing to be a wholly-owned subsidiary of Holdings if: (x) the Asset Sale pursuant to which such Guarantor ceased to be a wholly-owned Subsidiary of Holdings was undertaken for the purpose of causing such Guarantor to cease to be a Guarantor or (y) after such Asset Sale, such Guarantor remains a majority-owned Subsidiary of Holdings and the other owners of equity interests in Section 9.01(b)such Guarantor are Affiliates of Holdings. When this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of Cash Management Agreements, Designated Hedge Agreements (other than in connection with a repayment of the Obligations in full during the continuation of an Event of Default)Agreements, contingent indemnity obligations for which no demand has been made and obligations in respect of Letters of Credit that have been Cash Collateralized) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have delivered to the Administrative Agent and the Collateral Agent a written release of all claims against the Administrative Agent, the Collateral Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, the Administrative Agent and/or the Collateral Agent will, at the Parent Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments or releases of Intellectual Propertyintellectual property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent to release, as of record, the Administrative Agent’s and/or the Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or the Collateral Agent with respect to the Obligations.. 150

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent’s security interest in any asset constituting Collateral and/or any guarantee by any Subsidiary Guarantor will be automatically released immediately, and the Administrative Agent and/or Collateral Agent shall is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action reasonably requested by the Parent Borrower having the effect of evidencing the release of releasing any Collateral or guarantee obligations obligations, upon the consummation of any transaction permitted by any Loan Document (including (x) any merger, consolidation, amalgamation, Asset Sale and/or liquidation, and/or (y) subject to the Infrastructure Reorganization Principles, any transaction related to, or in connection with, an Infrastructure Reorganization, in each case, in accordance with the terms of the Loan Documents) or that has been consented to in accordance with the terms hereof. All Liens created under the circumstances provided for Loan Documents on the Interoute German Assets subject to a Directed Divestment shall be automatically released immediately prior to the consummation of such Directed Divestment. Upon the occurrence of any event set forth in the first sentence of this Section 9.01(b). When 11.26 and/or when this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of Cash Management Agreements, Designated Hedge Agreements (other than in connection with a repayment of the Obligations in full during the continuation of an Event of Default), contingent indemnity obligations for which no demand has been made and obligations in respect of Letters of Credit that have been Cash Collateralizedobligations) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have delivered to the Administrative Agent and the Collateral Agent a written release of all claims against the Administrative Agent, the Collateral Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, the Administrative Agent and/or the Collateral Agent will, at the Parent Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments or releases of Intellectual Propertyintellectual property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent to release, as of record, the Administrative Agent’s and/or the Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or the Collateral Agent with respect to the Obligations.

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and/or Collateral Agent shall take any action reasonably requested by the Parent Borrower having the effect of evidencing the release of releasing any Collateral or guarantee obligations under the circumstances provided for in Section 9.01(b). When this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of Cash Management Agreements, Designated Hedge Agreements (other than in connection with a repayment of the Obligations in full during the continuation of an Event of Default)Agreements, contingent indemnity obligations for which no demand has been made and obligations in respect of Letters of Credit that have been Cash Collateralized) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have delivered to the Administrative Agent and the Collateral Agent a written release of all claims against the Administrative Agent, the Collateral Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, the Administrative Agent and/or the Collateral Agent will, at the Parent Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments or releases of Intellectual Property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent to release, as of record, the Administrative Agent’s and/or the Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or the Collateral Agent with respect to the Obligations.

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and/or Collateral Agent shall is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 9.02) to take any action reasonably requested by the Parent Borrower having the effect of evidencing the release of releasing any Collateral or guarantee obligations under the circumstances provided for Guaranteed Obligations in Section 9.01(b). When this Agreement has been terminated and all favor of the Obligations have been fully and finally discharged (other than obligations Administrative Agent in respect of Cash Management Agreements, Designated Hedge Agreements (other than order to comply with any permitted restriction in connection with a repayment Lien permitted under Section 6.02 (i) to the extent necessary to permit consummation of the Obligations in full during the continuation of an Event of Default), contingent indemnity obligations for which no demand any transaction not prohibited by any Loan Document or that has been made and obligations consented to in respect of Letters of Credit that have been Cash Collateralizedaccordance with Section 9.02 or (ii) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have delivered to the Administrative Agent and the Collateral Agent a written release of all claims against circumstances in clause (c) below. The Lenders hereby confirm the Administrative Agent’s authority to release its Lien on particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Collateral Agent Guaranty pursuant to this Section and the Lenders, terms of the Guaranty Agreement. In each case as specified in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agentthis Section, the Administrative Agent and/or the Collateral Agent will, at the Parent Borrower’s sole expense, execute and deliver any termination statementsto the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, lien releases, mortgage releases, re-assignments or releases of Intellectual Property, discharges of security interests, and other similar discharge or to release documents (and, if applicablesuch Subsidiary Guarantor from its obligations under the Guaranty, in recordable form) as are necessary or advisable each case in accordance with the terms of the Loan Documents and in form this Section and substance reasonably satisfactory subject to receipt by the Administrative Agent of a certification of the Borrower as to such release being permitted pursuant to the terms of this Agreement or any other Loan Document (and the Collateral Administrative Agent may rely conclusively on such certification without further inquiry); provided that (x) the Administrative Agent shall not be required to releaseexecute any such document on terms which, as of record, in the Administrative Agent’s and/or opinion or the Collateral opinion of its counsel, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens without recourse to or representation or warranty by the Administrative Agent’s , and (y) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary Guarantor in respect of) all interests retained by the Borrower or any Subsidiary Guarantor, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and all notices of security interests and liens previously filed delivery by the Administrative Agent and/or of documents in connection with any such release shall be without recourse to or representation or warranty by the Collateral Administrative Agent. Upon request by the Administrative Agent with respect at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the ObligationsGuaranty pursuant to this Section.

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and/or Collateral Agent shall take any action reasonably requested by the Parent Borrower having the effect of evidencing the release of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not otherwise prohibited by any Loan Document or that has been consented to in accordance with the terms hereof or (ii) under the circumstances provided for described in Section 9.01(b)the next succeeding sentence. When this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of Cash Management Agreements, Designated Hedge Agreements (other than in connection with a repayment of the Obligations in full during the continuation of an Event of Default)Agreements, contingent indemnity obligations for which no demand has been made and obligations in respect of Letters of Credit that have been Cash Collateralized) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have delivered to the Administrative Agent and the Collateral Agent a written release of all claims against the Administrative Agent, the Collateral Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, the Administrative Agent and/or the Collateral Agent will, at the Parent Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments or releases of Intellectual Property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent to release, as of record, the Administrative Agent’s and/or the Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or the Collateral Agent with respect to the Obligations.

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and/or Collateral Agent shall is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action reasonably requested by the Parent Borrower having the effect of evidencing the release of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction permitted by any Loan Document or that has been consented to in accordance with the terms hereof or (ii) under the circumstances provided for described in Section 9.01(b)the next succeeding sentence. When this Agreement has and any Designated Hedge Agreements have been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of Cash Management Agreements, Designated Hedge Agreements (other than in connection with a repayment of the Obligations in full during the continuation of an Event of Default), contingent indemnity obligations for which no demand has been made and obligations in respect of Letters of Credit that have been Cash Collateralized) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have delivered to the Administrative Agent and the Collateral Agent a written release of all claims against the Administrative Agent, the Collateral Agent Lenders and the Lendersany Designated Hedge Creditors, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, the Administrative Agent and/or the Collateral Agent will, at the Parent Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments or releases of Intellectual Propertyintellectual property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent to release, as of record, the Administrative Agent’s and/or the Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or the Collateral Agent with respect to the Obligations.

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent’s security interest in any asset constituting Collateral and/or any guarantee by any Subsidiary Guarantor will be automatically released immediately, and the Administrative Agent and/or Collateral Agent shall is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action reasonably requested by the Parent Borrower having the effect of evidencing the release of releasing any Collateral or guarantee obligations obligations, upon the consummation of any transaction permitted by any Loan Document (including (x) any merger, consolidation, amalgamation, Asset Sale and/or liquidation, and/or (y) subject to the Infrastructure Reorganization Principles, any transaction related to, or in connection with, an Infrastructure Reorganization, in each case, in accordance with the terms of the Loan Documents) or that has been consented to in accordance with the terms hereof. All Liens created under the circumstances provided for Loan Documents on the Interoute German Assets subject to a Directed Divestment shall be automatically released immediately prior to the consummation of such Directed Divestment. Upon the occurrence of any event set forth in the first sentence of this Section 9.01(b). When 11.26 and/or when this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of Cash Management Agreements, Designated Hedge Agreements (other than in connection with a repayment of the Obligations in full during the continuation of an Event of Default), contingent indemnity obligations for which no demand has been made and obligations in respect of Letters of Credit that have been Cash Collateralizedobligations) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have delivered to the Administrative Agent and the Collateral Agent a written release of all claims against the Administrative Agent, the Collateral Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, the Administrative Agent and/or the Collateral Agent will, at the Parent Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments or releases of Intellectual Propertyintellectual property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent to release, as of record, the Administrative Agent’s and/or the Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or the Collateral Agent with respect to the Obligations.. Section 11.27

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and/or Collateral Agent shall take any action reasonably requested by the Parent Borrower having the effect of evidencing the release of any Collateral or guarantee obligations under the circumstances provided for in Section 9.01(b). When this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of Cash Management Agreements, Designated Hedge Agreements (other than in connection with a repayment of the Obligations in full during the continuation of an Event of Default)Agreements, contingent indemnity obligations for which no demand has been made and obligations in respect of Letters of Credit that have been Cash Collateralized) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have delivered to the Administrative Agent and the Collateral Agent a written release of all claims against the Administrative Agent, the Collateral Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, the Administrative Agent and/or the Collateral Agent will, at the Parent Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments or releases of -183- Table of Contents Intellectual Property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent to release, as of record, the Administrative Agent’s and/or the Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or the Collateral Agent with respect to the Obligations.. Table of Contents

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and/or Collateral Agent shall is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action reasonably requested by the Parent Borrower having the effect of evidencing the release of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction permitted by any Loan Document or that has been consented to in accordance with the terms hereof or (ii) under the circumstances provided for described in Section 9.01(b)the next succeeding sentence. When this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of Cash Management Designated Hedge Agreements, Designated Hedge Agreements (other than in connection with a repayment of the Obligations in full during the continuation of an Event of Default)Designed Banking Services Agreements, contingent indemnity obligations for which no demand has been made and obligations in respect of Letters of Credit that have been Cash Collateralized) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have delivered to the Administrative Agent and the Collateral Agent a written release of all claims against the Administrative Agent, the Collateral Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, the Administrative Agent and/or the Collateral Agent will, at the Parent Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments or releases of Intellectual Propertyintellectual property, discharges of security interests, and other similar discharge or release documents 124 (and, if applicable, in recordable form) as are necessary or advisable and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent to release, as of record, the Administrative Agent’s and/or the Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or the Collateral Agent with respect to the Obligations.

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and/or Collateral Agent shall is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action reasonably requested by the Parent Borrower having the effect of evidencing the release of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction permitted by any Loan Document or that has been consented to in accordance with the terms hereof or (ii) under the circumstances provided for described in Section 9.01(b)the next succeeding sentence. When this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of Cash Management Designated Hedge Agreements, Designated Hedge Agreements (other than in connection with a repayment of the Obligations in full during the continuation of an Event of Default)Designed Banking Services Agreements, contingent indemnity obligations for which no demand has been made and obligations in respect of Letters of Credit that have been Cash Collateralized) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have delivered to the Administrative Agent and the Collateral Agent a written release of all claims against the Administrative Agent, the Collateral Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, the Administrative Agent and/or the Collateral Agent will, at the Parent Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments or releases of Intellectual Propertyintellectual property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent to release, as of record, the Administrative Agent’s and/or the Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or the Collateral Agent with respect to the Obligations.. 112 Exhibit 10.14

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and/or or the Foreign Collateral Agent shall Agent, as applicable, is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action reasonably requested by the Parent Borrower Borrowers having the effect of evidencing the release of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction permitted by any Loan Document or that has been consented to in accordance with the terms hereof or (ii) under the circumstances provided for described in Section 9.01(b)the next succeeding sentence. When this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of Cash Management Agreements, Designated Hedge Agreements (other than in connection with a repayment of the Obligations in full during the continuation of an Event of Default)Agreements, contingent indemnity obligations for which no demand has been made and obligations in respect of Letters of Credit that have been Cash CollateralizedCollateralized to the Administrative Agent’s or the Foreign Collateral Agent’s, as applicable, sole satisfaction) and the obligations of the Administrative Agent or the Foreign Collateral Agent, as applicable and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have delivered to the Administrative Agent and or the Foreign Collateral Agent Agent, as applicable, a written release of all claims against the Administrative Agent, the Foreign Collateral Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and or the Foreign Collateral Agent, as applicable, the Administrative Agent and/or or the Foreign Collateral Agent will, at the Parent Borrower’s Borrowers’ sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments or releases of Intellectual Propertyintellectual property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent to release, as of record, the Administrative Agent’s and/or or the Foreign Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or or the Foreign Collateral Agent with respect to the Obligations.

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and/or Collateral Agent shall is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.02) to take any action reasonably requested by the Parent Borrower having the effect of evidencing the release of releasing any Collateral or guarantee obligations under the circumstances provided for Guaranteed Obligations or subordinating any Lien in Section 9.01(b). When this Agreement has been terminated and all favor of the Obligations have been fully and finally discharged (other than obligations Administrative Agent in respect of Cash Management Agreements, Designated Hedge Agreements (other than order to comply with any permitted restriction in connection with a repayment Lien permitted under Section 7.02 (i) to the extent necessary to permit consummation of the Obligations in full during the continuation of an Event of Default), contingent indemnity obligations for which no demand any transaction not prohibited by any Loan Document or that has been made and obligations consented to in respect of Letters of Credit that have been Cash Collateralizedaccordance with Section 10.02 or (ii) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have delivered to the Administrative Agent and the Collateral Agent a written release of all claims against circumstances in clause (c) below. The Lenders hereby confirm the Administrative Agent’s authority to release or subordinate its Lien on particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Collateral Agent Guaranty pursuant to this Section and the Lenders, terms of the Guaranty. In each case as specified in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agentthis Section, the Administrative Agent and/or the Collateral Agent will, at the Parent Borrower’s sole expense, execute and deliver any termination statementsto the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the subordination of such Lien, lien releasesrelease of such item of Collateral from the assignment and security interest granted under the Security Documents, mortgage releases, re-assignments or releases of Intellectual Property, discharges of security interests, and other similar discharge or to release documents (and, if applicablesuch Subsidiary Guarantor from its obligations under the Guaranty, in recordable form) as are necessary or advisable each case in accordance with the terms of the Loan Documents and in form this Section and substance reasonably satisfactory subject to receipt by the Administrative Agent of a certification of the Borrower as to such release or subordination being permitted pursuant to the terms of this Agreement or any other Loan Document (and the Collateral Administrative Agent may rely conclusively on such certification without further inquiry); provided that (x) the Administrative Agent shall not be required to releaseexecute any such document on terms which, as of record, in the Administrative Agent’s and/or opinion, would expose it to liability or create any obligation or entail any consequence other than the Collateral Agent’s release of such Liens without recourse or warranty, and (y) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary Guarantor in respect of) all notices interests retained by the Borrower or any Subsidiary Guarantor, including (without limitation) the proceeds of security interests the sale, all of which shall continue to constitute part of the Collateral. Any execution and liens previously filed delivery by the Administrative Agent and/or of documents in connection with any such release shall be without recourse to or warranty by either the Collateral Administrative Agent. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section shall have been paid in full and all Letters of Credit shall have expired or terminated or been cash collateralized in a manner consistent with respect to the Obligations.requirements in Section 119

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and/or Collateral Agent shall take any action reasonably requested by the Parent Borrower having the effect of evidencing the release of any Collateral or guarantee obligations under the circumstances provided for in Section 9.01(b). When this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of Cash Management Agreements, Designated Hedge Agreements (other than in connection with a repayment of the Obligations in full during the continuation of an Event of Default), contingent indemnity obligations for which no demand has been made and obligations in respect of Letters of Credit that have been Cash Collateralized) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have 208 delivered to the Administrative Agent and the Collateral Agent a written release of all claims against the Administrative Agent, the Collateral Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, the Administrative Agent and/or the Collateral Agent will, at the Parent Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments or releases of Intellectual Property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent to release, as of record, the Administrative Agent’s and/or the Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or the Collateral Agent with respect to the Obligations.

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and/or Collateral Agent shall take any action reasonably requested by the Parent Borrower having the effect of releasing or evidencing the release of any Collateral or guarantee obligations under the circumstances provided for in Section 9.01(b). When this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of Cash Management Agreements, Designated Hedge Agreements (other than in connection with a repayment of the Obligations in full during the continuation of an Event of Default)Agreements, contingent indemnity obligations for which no demand has been made and obligations in respect of Letters of Credit that have been Cash Collateralized) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have delivered to the Administrative Agent and the Collateral Agent a written release of all claims against the Administrative Agent, the Collateral Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, the Administrative Agent and/or the Collateral Agent will, at the Parent Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments or releases of Intellectual Property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent to release, as of record, the Administrative Agent’s and/or the Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or the Collateral Agent with respect to the Obligations.