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 is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrowers having the effect 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 described in 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 Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized or backstopped) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, the Administrative Agent will, at the U.S. Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments 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 to release, as of record, the Administrative Agent’s Liens and all notices of security interests and liens previously filed by the Administrative 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 is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any LenderLender 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 may reasonably request, is required to promptly take any further action (without recourse or warranty) reasonably requested by the Borrowers having Borrower to evidence the effect release of releasing any Collateral or guarantee as set forth above. Additionally, any Subsidiary Guarantor shall automatically be released from its obligations under the Guarantee and Collateral Agreement (ix) to upon the extent necessary or reasonably requested to permit consummation of any transaction permitted not prohibited by this Agreement that results in such Subsidiary Guarantor ceasing to be a Subsidiary of the Borrower (including, for the avoidance of doubt, any Loan Document (including any (x) merger, consolidation, amalgamation, Asset Sale and/or liquidation or (y) designation of a Subsidiary as an Unrestricted Subsidiarya Non-Recourse Subsidiary hereunder), in each case in accordance with (y) so long as no Event of Default has occurred and is continuing or would result therefrom, at the terms of Borrower’s option by written notice to the Loan Documents) or that has been consented Administrative Agent, so long as such Subsidiary is a De Minimis Subsidiary and, after giving effect to in accordance with such release, the terms hereof or (ii) under the circumstances described threshold set forth in the next succeeding sentenceproviso to the definition of “De Minimis Subsidiary” would not be exceeded and, (z) at the Borrower’s option by written notice to the Administrative Agent, if such Subsidiary becomes a Specified Excluded Subsidiary. All Any such evidence of release of Collateral may be documented pursuant to a Release or such other documentation as shall be reasonably acceptable to the Administrative Agent. (b) At the Discharge Date, the Collateral shall be released from the Liens created under by the Loan Documents on Guarantee and Collateral Agreement, and the Target German Assets subject to a Directed Divestment shall be automatically released immediately prior to the consummation of such Directed Investment. When this Guarantee and Collateral Agreement has been terminated and all of the Obligations have been fully and finally discharged obligations (other than obligations in respect of Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized or backstoppedthose expressly stated to survive such termination) and the obligations of the Administrative Agent and the Lenders to provide additional credit each Loan Party under the Loan Documents have been terminated irrevocablyGuarantee and Collateral Agreement shall terminate, the Administrative Agent will, at the U.S. Borrower’s sole expense, execute and deliver all without delivery of any termination statements, lien releases, mortgage releases, re-assignments instrument or performance 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 to release, as of record, the Administrative Agent’s Liens and all notices of security interests and liens previously filed any act by the Administrative Agent with respect to the Obligationsany Person.

Release of Guarantees and Liens. Notwithstanding anything to (a) At such time as the contrary contained herein or in any Loans and the other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrowers having the effect 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 described in the next succeeding sentence. All Liens created under the Loan Documents on (other than contingent indemnification obligations and obligations under or in respect of Swap Agreements and Cash Management Agreements) shall have been paid in full, 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 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 Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized cash collateralized or backstopped) otherwise backstopped in a manner satisfactory to the Issuing Bank), the Collateral shall be released from the Liens created by the Security Instruments, and the Security Instruments and all obligations (other than those expressly stated to survive such termination) of each Credit Party under the Security Instruments shall terminate, all without delivery of any instrument or performance of any act by any Person; and (b) If any of the Administrative Agent and Collateral shall be sold, transferred or otherwise disposed of by the Lenders to provide additional credit under the Loan Documents have been terminated irrevocablyBorrower or any Restricted Subsidiary in a transaction permitted by this Agreement, then the Administrative Agent willAgent, at the U.S. Borrower’s request and sole expenseexpense of the Borrower or any Restricted Subsidiary, shall execute and deliver to the Borrower or any termination statements, lien releases, mortgage releases, re-assignments of intellectual property, discharges of security interests, and Restricted Subsidiary all releases or other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary or advisable 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 release, as of record, the Administrative Agent’s Liens , at least five (5) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Guarantor and all notices the terms of security interests the Disposition in reasonable detail, including the price thereof and liens previously filed any anticipated expenses in connection therewith, together with a certification by the Administrative Agent Borrower stating that such transaction is in compliance with respect to this Agreement and the Obligationsother Loan Documents.

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any LenderLender except as expressly required by Section 10.02) to take any action requested by the Borrowers Borrower having the effect of releasing any Collateral or guarantee obligations Guaranteed Obligations or subordinating any Lien in favor of the Administrative Agent in order to comply with any permitted restriction in connection with a Lien permitted under Section 7.02 (i) to the extent necessary or reasonably requested to permit consummation of any transaction permitted not prohibited by any Loan Document (including any (x) merger, consolidation, amalgamation, Asset Sale and/or liquidation or that has been consented to in accordance with Section 10.02 or (yii) designation under the 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 a property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section and the terms of the Guaranty. In each case as an Unrestricted Subsidiaryspecified in this Section, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the subordination of such Lien, release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Subsidiary Guarantor from its obligations under the Guaranty, 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 described in the next succeeding sentence. All Liens created under the Loan Documents on the Target German Assets and this Section and 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 Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized or backstopped) and the obligations of 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 Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, the Administrative Agent will, at may rely conclusively on such certification without further inquiry); provided that (x) the U.S. Borrower’s sole expense, Administrative Agent shall not be required to execute and deliver any termination statements, lien releases, mortgage releases, re-assignments of intellectual property, discharges of security interests, and other similar discharge or release documents (and, if applicablesuch document on terms which, in recordable form) as are necessary or advisable to release, as of record, the Administrative Agent’s opinion, would expose it to liability or create any obligation or entail any consequence other than the 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 of documents in connection with respect any such release shall be without recourse to or warranty by either the ObligationsAdministrative 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.

Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized (but not required) by each Lender (without requirement of notice to or consent of any LenderLender except as expressly required by Section 13.9) to take any action requested by the Borrowers Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary or reasonably requested to permit consummation of any transaction permitted not prohibited 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 Section 13.9 or (ii) under the circumstances described in paragraph (b), (c) or (d) below. (b) At such time as (i) the next succeeding sentence. All Liens created under Advances and the Loan Documents on other Indebtedness (other than contingent indemnification and reimbursement obligations for which no claim has been made and Lender Product Obligations) shall have been paid in full in cash, (ii) 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 Commitments have 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 Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized cash collateralized or backstoppedotherwise backstopped in a manner satisfactory to the applicable Issuing Lender), and (iii) all Lender Hedging Obligations shall have terminated or acceptable substitute collateral shall have been posted to secure such Lender Hedging Obligations or such Lender Hedging Obligations shall have been novated to third parties, the Collateral shall be released from the Liens created by the Collateral Documents, and the Collateral Documents and all obligations (other than those expressly stated to survive such termination) of each Credit Party under the Collateral Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. Administrative Agent agrees, upon the request of Bxxxxxxx, to promptly execute and deliver to Borrower any and all Lien releases as may be required to effectuate the foregoing. MRC Energy Company Credit Agreement 154 (c) If any of the Collateral shall be sold, transferred or otherwise Disposed of by any Credit Party in a transaction permitted by this Agreement or any other Loan Document, then Administrative Agent, at the request and sole expense of Borrower, shall execute and deliver to the relevant Credit Party all releases or other documents reasonably necessary or desirable for the release of the Liens created by the Collateral Documents on such Collateral. At the request and sole expense of Bxxxxxxx, a Guarantor that is a Restricted Subsidiary shall be released from its obligations hereunder, under the Guaranty and under the Collateral Documents in the event that any of the Equity Interests issued by such Guarantor shall be Disposed of in a transaction permitted by this Agreement; provided that Borrower shall have delivered to Administrative 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 terms of the Disposition in reasonable detail, including the price thereof and any anticipated expenses in connection therewith. (d) If any Restricted Subsidiary shall become an Unrestricted Subsidiary in accordance with this Agreement, then so long as there exists no (x) Default or Event of Default, or (y) Borrowing Base Deficiency, in each case both prior to and/or immediately after taking such action, all obligations of the Administrative Agent and the Lenders to provide additional credit such Unrestricted Subsidiary under the Loan Documents have been terminated irrevocablyshall automatically terminate, the and Administrative Agent willAgent, at the U.S. request and sole expense of Borrower’s sole expense, execute shall (i) release all Liens created by the Collateral Documents on (A) any and deliver any termination statements, lien releases, mortgage releases, re-assignments all property of intellectual property, discharges of security interestssuch Unrestricted Subsidiary, and other similar discharge or release documents (and, if applicable, in recordable formB) as are necessary or advisable to release, as of record, the Administrative Agent’s Liens any and all notices of security interests Equity Interests issued by such Unrestricted Subsidiary, and liens previously filed by the (ii) deliver to Borrower any and all certificates representing such Equity Interests that were pledged to Administrative Agent with respect pursuant to the ObligationsCollateral Documents. (e) Administrative Agent shall promptly release its Lien on any property of a Credit Party that is not Collateral upon the written request of such Credit Party.

Release of Guarantees and Liens. Notwithstanding 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 is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any LenderLender 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 may reasonably request, is required to promptly take any further action (without recourse or warranty) reasonably requested by the Borrowers having Borrower to evidence the effect release of releasing any Collateral or guarantee as set forth above. Additionally, any Subsidiary Guarantor shall automatically be released from its obligations under the Guarantee and Collateral Agreement (ix) to upon the extent necessary or reasonably requested to permit consummation of any transaction permitted not prohibited by this Agreement that results in such Subsidiary Guarantor ceasing to be a Subsidiary of the Borrower (including, for the avoidance of doubt, any Loan Document (including any (x) merger, consolidation, amalgamation, Asset Sale and/or liquidation or (y) designation of a Subsidiary as an Unrestricted Subsidiarya Non-Recourse Subsidiary hereunder), in each case in accordance with the terms (y) so long as no Event of the Loan Documents) Default has occurred and is continuing or that has been consented to in accordance with the terms hereof or (ii) under the circumstances described in 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 Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized or backstopped) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, the Administrative Agent willwould result therefrom, at the U.S. Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments 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 option by written notice to release, as of record, the Administrative Agent, so long as such Subsidiary is a De Minimis Subsidiary and, after giving effect to such release, the threshold set forth in the proviso to the definition of “De Minimis Subsidiary” would not be exceeded and, (z) at the Borrower’s Liens and all notices of security interests and liens previously filed option by written notice to the Administrative Agent with respect Agent, if such Subsidiary becomes a Specified Excluded Subsidiary. Any such evidence of release of Collateral may be documented pursuant to a Release or such other documentation as shall be reasonably acceptable to the Obligations.Administrative Agent. -137-

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 is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrowers having the effect 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 described in the next succeeding sentence. All Liens created under the Loan Documents on (other than contingent indemnification obligations) shall have been indefeasibly paid in full and the Target German Assets subject to a Directed Divestment Commitment has been terminated, the Collateral shall be automatically released from the Liens created by the Security Documents, and the 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, at least five (5) Business Days prior to the consummation date of the proposed release (or such Directed Investment. When shorter time as the Collateral Agent may agree), a written request for release identifying the relevant Guarantor, summarizing the transaction and stating that such transaction is in compliance with this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized or backstopped) and the obligations of the Administrative Agent other Loan Documents (and the Lenders hereby authorize and direct the Collateral Agent to provide additional credit conclusively rely on such certifications in performing its obligations under the Loan Documents have been terminated irrevocably, the Administrative Agent will, at the U.S. Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments 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 to release, as of record, the Administrative Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent with respect to the Obligationsthis Section 9.2).

Release of Guarantees and Liens. Notwithstanding 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 is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any LenderLender 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 may reasonably request, is required to promptly take any further action (without recourse or warranty) reasonably requested by the Borrowers having Borrower to evidence the effect release of releasing any Collateral or guarantee as set forth above. Additionally, any Subsidiary Guarantor shall automatically be released from its obligations under the Guarantee and Collateral Agreement (ix) to upon the extent necessary or reasonably requested to permit consummation of any transaction permitted not prohibited by this Agreement that results in such Subsidiary Guarantor ceasing to be a Subsidiary of the Borrower (including, for the avoidance of doubt, any Loan Document (including any (x) merger, consolidation, amalgamation, Asset Sale and/or liquidation or (y) designation of a Subsidiary as an Unrestricted Subsidiarya Non-Recourse Subsidiary hereunder), in each case in accordance with the terms (y) so long as no Event of the Loan Documents) Default has occurred and is continuing or that has been consented to in accordance with the terms hereof or (ii) under the circumstances described in 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 Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized or backstopped) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, the Administrative Agent willwould result therefrom, at the U.S. Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments 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 option by written notice to release, as of record, the Administrative Agent, so long as such Subsidiary is a De Minimis Subsidiary and, after giving effect to such release, the threshold set forth in the proviso to the definition of “De Minimis Subsidiary” would not be exceeded and, (z) at the Borrower’s Liens and all notices of security interests and liens previously filed option by written notice to the Administrative Agent with respect Agent, if such Subsidiary becomes a Specified Excluded Subsidiary. Any such evidence of release of Collateral may be documented pursuant to a Release or such other documentation as shall be reasonably acceptable to the ObligationsAdministrative Agent.

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any LenderLender except as expressly required by Section 10.02) to take any action requested by the Borrowers Borrower having the effect of releasing any Collateral or guarantee obligations Guaranteed Obligations or subordinating any Lien in favor of the Administrative Agent in order to comply with any permitted restriction in connection with a Lien permitted under Section 7.02 (i) to the extent necessary or reasonably requested to permit consummation of any transaction permitted not prohibited by any Loan Document (including any (x) merger, consolidation, amalgamation, Asset Sale and/or liquidation or that has been consented to in accordance with Section 10.02 or (yii) designation under the 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 a property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section and the terms of the Guaranty. In each case as an Unrestricted Subsidiaryspecified in this Section, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the subordination of such Lien, release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Subsidiary Guarantor from its obligations under the Guaranty, 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 described in the next succeeding sentence. All Liens created under the Loan Documents on the Target German Assets and this Section and 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 Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized or backstopped) and the obligations of 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 Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, the Administrative Agent will, at may rely conclusively on such certification without further inquiry); provided that (x) the U.S. Borrower’s sole expense, Administrative Agent shall not be required to execute and deliver any termination statements, lien releases, mortgage releases, re-assignments of intellectual property, discharges of security interests, and other similar discharge or release documents (and, if applicablesuch document on terms which, in recordable form) as are necessary or advisable to release, as of record, the Administrative Agent’s opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and all notices (y) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of security interests and liens previously filed by the Administrative Agent with Borrower or any Subsidiary Guarantor in respect of) 509265-2053-17344-Active.31975611.1 10/03/2019 11:48 AM/PM31975611.5 arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document may be subject to the Obligations.Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable:

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any LenderLender except as expressly required by Section 9.02) to take any action requested by the Borrowers Borrower having the effect of releasing any Collateral or guarantee obligations Guaranteed Obligations or subordinating any Lien in favor of the Administrative Agent in order to comply with any permitted restriction in connection with a Lien permitted under Section 6.02 (i) to the extent necessary or reasonably requested to permit consummation of any transaction permitted not prohibited by any Loan Document (including any (x) merger, consolidation, amalgamation, Asset Sale and/or liquidation or that has been consented to in accordance with Section 9.02 or (yii) designation under the 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 a property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section and the terms of the Guaranty Agreement. In each case as an Unrestricted Subsidiaryspecified in this Section, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the subordination of such Lien, release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Subsidiary Guarantor from its obligations under the Guaranty, 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 described in the next succeeding sentence. All Liens created under the Loan Documents on the Target German Assets and this Section and 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 Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized or backstopped) and the obligations of 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 Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, the Administrative Agent will, at may rely conclusively on such certification without further inquiry); provided that (x) the U.S. Borrower’s sole expense, Administrative Agent shall not be required to execute and deliver any termination statements, lien releases, mortgage releases, re-assignments of intellectual property, discharges of security interests, and other similar discharge or release documents (and, if applicablesuch document on terms which, in recordable form) as are necessary or advisable to release, as of record, the Administrative Agent’s opinion, would expose it to liability or create any obligation or entail any consequence other than the 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 of documents in connection with respect any such release shall be without recourse to or warranty by either the ObligationsAdministrative 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.

Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, promptly upon request of the Borrower (i) in connection with any Disposition of Property permitted by the Loan Documents, the Administrative Agent is hereby irrevocably authorized by each Lender shall (without requirement of notice to to, or vote or consent of of, any Lender, or any party to any Bank Product) take such actions as shall be required to take any action requested by the Borrowers having the effect of releasing release its security interest in any Collateral or guarantee obligations being Disposed of in such Disposition and (iii) to the extent necessary or reasonably requested to permit consummation upon any Disposition of any transaction a Person 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, the Administrative Agent shall (without notice to, or vote or consent of, any Lender, or any party to any Bank Product) or that has been consented to in accordance with the terms hereof or (ii) under the circumstances described in the next succeeding sentence. All Liens created under the Loan Documents on the Target German Assets subject to a Directed Divestment take such actions as shall be automatically released immediately prior required to release any guaranty and other obligations of such Person under any Loan Document. (b) Notwithstanding anything to the consummation of such Directed Investment. When this Agreement has been terminated and contrary contained herein or any other Loan Document, when all of the Obligations have been fully and finally discharged (other than obligations in respect of Secured Hedge Agreementsany Bank Product) have been paid in full, Banking Services Obligations, contingent indemnity obligations all Commitments have terminated or expired and obligations in respect of Letters no Letter of Credit that have been Cash Collateralized or backstopped) and the obligations shall be outstanding, upon request of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocablyBorrower, the Administrative Agent willshall (without notice to, at the U.S. Borrower’s sole expenseor vote or consent of, execute and deliver any termination statementsLender, lien releases, mortgage releases, re-assignments of intellectual property, discharges of or any party to any Bank Product) take such actions as shall be required to release its security interestsinterest in all Collateral, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable to release, as of record, the Administrative Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent with shall (without notice to, or vote or consent of, any Lender, or any party to any Bank Product) take such actions as shall be required to release all guarantee obligations under any Loan Document, whether or not on the date of such release there may be outstanding Obligations in respect of Bank Products. Any such release of guarantee obligations shall be deemed subject to the Obligationsprovision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made.

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any LenderLender except as expressly required by Section 9.02) to take any action requested by the Borrowers Borrower having the effect of releasing any Collateral or guarantee obligations Guaranteed Obligations in favor of the Administrative Agent in order to comply with any permitted restriction in connection with a Lien permitted under Section 6.02 (i) to the extent necessary or reasonably requested to permit consummation of any transaction permitted not prohibited by any Loan Document (including any (x) merger, consolidation, amalgamation, Asset Sale and/or liquidation or that has been consented to in accordance with Section 9.02 or (yii) designation under the circumstances in clause (c) below. The Lenders hereby confirm the Administrative Agent’s authority to release its Lien on particular types or items of a property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section and the terms of the Guaranty Agreement. In each case as an Unrestricted Subsidiaryspecified in this Section, the Administrative Agent will, at the Borrower’s expense, execute and deliver to 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, or to release such Subsidiary Guarantor from its obligations under the Guaranty, 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 described in the next succeeding sentence. All Liens created under the Loan Documents on the Target German Assets and this Section and 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 Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized or backstopped) and the obligations of 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 Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, the Administrative Agent will, at may rely conclusively on such certification without further inquiry); provided that (x) the U.S. Borrower’s sole expense, Administrative Agent shall not be required to execute and deliver any termination statements, lien releases, mortgage releases, re-assignments of intellectual property, discharges of security interests, and other similar discharge or release documents (and, if applicablesuch document on terms which, in recordable form) as are necessary or advisable to release, as of record, the Administrative Agent’s opinion or the 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, 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 of documents in connection with respect any such release shall be without recourse to or representation or warranty by the ObligationsAdministrative 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.

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any LenderLender except as expressly required by Section 10.02) to take any action requested by the Borrowers Borrower having the effect of releasing any Collateral or guarantee obligations Guaranteed Obligations or subordinating any Lien in favor of the Administrative Agent in order to comply with any permitted restriction in connection with a Lien permitted under Section 7.02 (i) to the extent necessary or reasonably requested to permit consummation of any transaction permitted not prohibited by any Loan Document (including any (x) merger, consolidation, amalgamation, Asset Sale and/or liquidation or that has been consented to in accordance with Section 10.02 or (yii) designation under the 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 a property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section and the terms of the Guaranty. In each case as an Unrestricted Subsidiaryspecified in this Section, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the subordination of such Lien, release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Subsidiary Guarantor from its obligations under the Guaranty, 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 described in the next succeeding sentence. All Liens created under the Loan Documents on the Target German Assets and this Section and 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 Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized or backstopped) and the obligations of 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 Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, the Administrative Agent will, at may rely conclusively on such certification without further inquiry); provided that (x) the U.S. Borrower’s sole expense, Administrative Agent shall not be required to execute and deliver any termination statements, lien releases, mortgage releases, re-assignments of intellectual property, discharges of security interests, and other similar discharge or release documents (and, if applicablesuch document on terms which, in recordable form) as are necessary or advisable to release, as of record, the Administrative Agent’s opinion, would expose it to liability or create any obligation or entail any consequence other than the 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 of documents in connection with respect any such release shall be without recourse to or warranty by either the ObligationsAdministrative 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.

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrowers Borrower having the effect 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 described in the next succeeding sentence. All Liens created under the Loan Documents on the Target German Assets subject to a Directed Divestment ; provided, that no Guarantor shall be automatically released immediately prior to the consummation from its guarantee obligations solely as a result of such Directed InvestmentGuarantor 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 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 Secured Designated Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized or backstoppedCollateralized) 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 a written release of all claims against the Administrative Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent, the Administrative Agent will, at the U.S. Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments 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 to release, as of record, the Administrative Agent’s Liens and all notices of security interests and liens previously filed by the Administrative 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 is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any LenderLender except as expressly required by Section 10.02) to take any action requested by the Borrowers Borrower having the effect of releasing any Collateral or guarantee obligations Guaranteed Obligations or subordinating any Lien in favor of the Administrative Agent in order to comply with any permitted restriction in connection with a Lien permitted under Section 7.02 (i) to the extent necessary or reasonably requested to permit consummation of any transaction permitted not prohibited by any Loan Document (including any (x) merger, consolidation, amalgamation, Asset Sale and/or liquidation or that has been consented to in accordance with Section 10.02 or (yii) designation under the 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 a property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section and the terms of the Guaranty. In each case as an Unrestricted Subsidiaryspecified in this Section, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the subordination of such Lien, release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Subsidiary Guarantor from its obligations under the Guaranty, 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 described in the next succeeding sentence. All Liens created under the Loan Documents on the Target German Assets and this Section and 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 Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized or backstopped) and the obligations of 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 Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, the Administrative Agent will, at may rely conclusively on such certification without further inquiry); provided that (x) the U.S. Borrower’s sole expense, Administrative Agent shall not be required to execute and deliver any termination statements, lien releases, mortgage releases, re-assignments of intellectual property, discharges of security interests, and other similar discharge or release documents (and, if applicablesuch document on terms which, in recordable form) as are necessary or advisable to release, as of record, the Administrative Agent’s opinion, would expose it to liability or create any obligation or entail any consequence other than the 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 of documents in connection with respect any such release shall be without recourse to or warranty by either the Obligations.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 the requirements in Section 119

Release of Guarantees and Liens. Notwithstanding anything (a) The Guaranty of a Guarantor shall be released (i) in connection with any sale or other disposition not prohibited by this Agreement of all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Loan Party or a Subsidiary thereof (other than an Excluded Subsidiary), (ii) in connection with any sale or other disposition not prohibited by this Agreement of all of the contrary contained herein Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) a Loan Party or a Subsidiary thereof (other than an Excluded Subsidiary), (iii) upon termination of this Agreement, (iv) in the event such Guarantor becomes an Excluded Subsidiary, (v) unless such Guarantor otherwise guarantees Material Indebtedness, upon the occurrence of any Collateral Trigger Termination Date or (vi) other Loan Documentthan during a Collateral Trigger Period, at such time as such Guarantor ceases to guaranty Material Indebtedness. (b) The Lien on any Collateral or other property granted to or held by the Administrative Agent is hereby irrevocably authorized for the benefit of the Secured Parties under any Loan Document shall be released automatically and without further action by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrowers having the effect of releasing any Collateral or guarantee obligations party (i) to upon 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 occurrence of the Loan Documents) or that has been consented to in accordance with the terms hereof or applicable Collateral Trigger Termination Date, (ii) under upon the circumstances described in 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 (A) termination of the Obligations have been fully and finally discharged Aggregate Commitments, (B) expiration or termination of all Letters of Credit (other than obligations in respect of Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized or backstopped) and the obligations of as to which other arrangements satisfactory to the Administrative Agent and the Lenders applicable Issuing Bank) and (C) payment in full in immediately available funds of all Secured Obligations (other than (1) contingent indemnification obligations for which no claim has been made, (2) obligations and liabilities under Secured Treasury Management Agreements and (3) obligations and liabilities under Secured Hedging Agreements), (iii) in connection with any sale or other disposition (including by way of merger or consolidation) not prohibited by this Agreement of such property to provide additional credit under a Person that is not (either before or after giving effect to such transaction) a Loan Party or a Subsidiary thereof (other than an Excluded Subsidiary), (iv) if approved, authorized or ratified in writing in accordance with Section 9.03(b) or (v) in respect of any Guarantor, upon the Loan Documents have been terminated irrevocablyoccurrence of any termination or release event described in Section 9.19(a) applicable to such Guarantor. (c) For purposes of determining whether a Subsidiary is an Immaterial Subsidiary and Excluded Subsidiary in connection with clauses (a) and (b) above, such determination shall be made based upon the Consolidated Net Worth of the Borrower as of the most recently ended fiscal quarter and after giving pro forma effect to such sales and dispositions. (d) In connection with any release pursuant to clauses (a) or (b) above, the Administrative Agent will, at the U.S. Borrower’s sole expense, shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release. (e) No Secured Treasury Management Counterparty or Secured Hedging Counterparty in its respective capacity as such shall have any termination statements, lien releases, mortgage releases, re-assignments of intellectual property, discharges of security interests, and other similar discharge rights in connection with the management or release documents (and, if applicable, in recordable form) as are necessary of any Collateral or advisable to release, as Liens or of record, the Administrative Agent’s Liens and all notices obligations of security interests and liens previously filed by the Administrative Agent with respect to the Obligationsany Loan Party under this Agreement.

Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized (but not required) by each Lender (without requirement of notice to or consent of any LenderLender except as expressly required by Section 13.9) to take any action requested by the Borrowers Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary or reasonably requested to permit consummation of any transaction permitted not prohibited 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 Section 13.9 or (ii) under the circumstances described in paragraph (b), (c) or (d) below. MRC Energy Company Credit Agreement 157 (b) At such time as (i) the next succeeding sentence. All Liens created under Advances and the Loan Documents on other Indebtedness (other than contingent indemnification and reimbursement obligations for which no claim has been made and Lender Product Obligations) shall have been paid in full in cash, (ii) 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 Revolving Credit Aggregate Commitment hasCommitments have 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 Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized cash collateralized or backstoppedotherwise backstopped in a manner satisfactory to the applicable Issuing Lender), and (iii) all Lender Hedging Obligations shall have terminated or acceptable substitute collateral shall have been posted to secure such Lender Hedging Obligations or such Lender Hedging Obligations shall have been novated to third parties, the Collateral shall be released from the Liens created by the Collateral Documents, and the Collateral Documents and all obligations (other than those expressly stated to survive such termination) of each Credit Party under the Collateral Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. Administrative Agent agrees, upon the request of Xxxxxxxx, to promptly execute and deliver to Borrower any and all Lien releases as may be required to effectuate the foregoing. (c) If any of the Collateral shall be sold, transferred or otherwise Disposed of by any Credit Party in a transaction permitted by this Agreement or any other Loan Document, then the Administrative Agent, at the request and sole expense of Borrower, shall execute and deliver to the relevant Credit Party all releases or other documents reasonably necessary or desirable for the release of the Liens created by the Collateral Documents on such Collateral. At the request and sole expense of Xxxxxxxx, a Guarantor that is a Restricted Subsidiary shall be released from its obligations hereunder, under the Guaranty and under the Collateral Documents in the event that any of the Equity Interests issued by such Guarantor shall be Disposed of in a transaction permitted by this Agreement; provided that Borrower shall have delivered to the Administrative 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 terms of the Disposition in reasonable detail, including the price thereof and any anticipated expenses in connection therewith. (d) If any Restricted Subsidiary shall become an Unrestricted Subsidiary in accordance with this Agreement, then so long as there exists no (x) Default or Event of Default, or (y) Borrowing Base Deficiency, in each case both prior to and/or immediately after taking such action, all obligations of the Administrative Agent and the Lenders to provide additional credit such Unrestricted Subsidiary under the Loan Documents have been terminated irrevocablyshall automatically terminate, and the Administrative Agent, at the request and sole expense of Borrower, shall (i) release all Liens created by the Collateral Documents on (A) any and all property of such Unrestricted Subsidiary, and (B) any and all Equity Interests issued by such Unrestricted Subsidiary, and (ii) deliver to Borrower any and all certificates representing such Equity Interests that were pledged to the Administrative Agent will, at pursuant to the U.S. Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments of intellectual property, discharges of security interests, and other similar discharge or release documents Collateral Documents. (and, if applicable, in recordable forme) as are necessary or advisable to release, as of record, the Administrative Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent with respect to shall promptly release its Lien on any property of a Credit Party that is not Collateral upon the Obligations.written request of such Credit Party. MRC Energy Company Credit Agreement 158

Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrowers Borrower (it being understood that the Administrative Agent shall not unreasonably refuse to take any such action) having the effect of releasing any Collateral or guarantee Guarantee obligations (i) to the extent necessary or reasonably requested to permit consummation of any transaction transaction, including any CMO Transaction and any mortgages or Sale and Leaseback Transactions on the Borrower's new headquarters facility or principal manufacturing facilities permitted by this Agreement, not prohibited 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 Section 9.07 or (ii) under the circumstances described in 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 paragraph (b). (b) Upon the consummation of such Directed Investment. When the Bond Issuance (notwithstanding any other provision set forth in this Agreement has been terminated and all Agreement, including, with the consent of the Obligations Required Lenders and each Initial Lender, an issuance by the Borrower of debt securities in an aggregate amount of less than $500,000,000 that would otherwise meet the definition of "Bond Issuance", provided that at least $250,000,000 of the Net Cash Proceeds of such issuance shall have been fully applied in accordance with Article II) and finally discharged the application of the Net Cash Proceeds thereof in accordance with Section 2.10(c), and so long as on the date of the Bond Issuance and on the date of the application of such Net Cash Proceeds, no Default or Event of Default has occurred and is continuing, (i) the Guarantees created by the Guarantee and Collateral Agreement shall be terminated (other than obligations in respect of Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized or backstoppedthe Guarantee made by Agere Systems Guardian Corp.) and the obligations Collateral of each Subsidiary Guarantor (other than the Administrative Agent and Collateral of Agere Systems Guardian Corp.) shall automatically be released from the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, the Administrative Agent will, at the U.S. Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments 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 to release, as of record, the Administrative Agent’s Liens and all notices of security interests and liens previously filed created by the Administrative Agent Security Documents and (ii) the Borrower and its Subsidiaries shall not be required to comply with respect to the Obligationsprovisions of Section 5.11.

Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any LenderLender except as expressly required by Section 10.1) and is hereby required to promptly take any action requested by the Borrowers Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary or reasonably requested to permit consummation of any transaction permitted disposition of such Collateral (other than a disposition to the Borrower or any Guarantor) not prohibited by any Loan Document Document, (including any (xii) 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 Section 10.1, (iii) consisting of assets of any Subsidiary Guarantor that is to be released from its obligations under the terms hereof Guarantee and Collateral Agreement as provided below or (iiiv) under the circumstances described in the next succeeding sentenceparagraph (b) below. All Liens created Additionally, any Subsidiary Guarantor shall automatically be released from its obligations under the Loan Documents on the Target German Assets subject to a Directed Divestment shall be automatically released immediately prior to Guarantee and Collateral Agreement (x) upon the consummation of such Directed Investment. When any transaction not prohibitted by this Agreement that results in such Subsidiary Guarantor ceasing to be a Subsidiary of the Borrower. (including, for the avoidance of doubt, any designation of a Subsidiary as a Non-Recourse Subsidiary hereunder), (y) so long as no Event of Default has been terminated occurred and is continuing or would result therefrom, at the Borrower’s option by written notice to the Administrative Agent, so long as such Subsidiary is a De Minimis Subsidiary and, after giving effect to such release, the threshold set forth in the proviso to the definition of “De Minimis Subsidiary” would not be exceeded and, (z) at the Borrower’s option by written notice to the Administrative Agent, if such Subsidiary becomes a Specified Excluded Subsidiary. Any such release of Collateral may be effected pursuant to a Release or such other documentation as shall be reasonably acceptable to the Administrative Agent. (b) At the Discharge Date, the Collateral shall be released from the Liens created by the Guarantee and Collateral Agreement, and the Guarantee and Collateral Agreement and all of the Obligations have been fully and finally discharged obligations (other than obligations in respect of Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized or backstoppedthose expressly stated to survive such termination) and the obligations of the Administrative Agent and the Lenders to provide additional credit each Loan Party under the Loan Documents have been terminated irrevocablyGuarantee and Collateral Agreement shall terminate, the Administrative Agent will, at the U.S. Borrower’s sole expense, execute and deliver all without delivery of any termination statements, lien releases, mortgage releases, re-assignments instrument or performance 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 to release, as of record, the Administrative Agent’s Liens and all notices of security interests and liens previously filed any act by the Administrative Agent with respect to the Obligationsany Person.

Release of Guarantees and Liens. Notwithstanding anything to (a) At such time as the contrary contained herein or in any Loans and the other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrowers having the effect 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 described in the next succeeding sentence. All Liens created under the Loan Documents on (other than contingent indemnification obligations) shall have been paid in full, 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 Aggregate Commitment has been terminated, and all Swap Agreements with Qualified Counterparties have expired or been terminated and all of the Obligations amounts due and payable to Qualified Counterparties thereunder have been fully paid in full, the Collateral shall, subject to the Swap Intercreditor Agreement, be released from the Liens created by the Security Documents, and finally discharged the Security Documents and all obligations (other than those expressly stated to survive such termination) of each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person; and (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by Borrower or any Subsidiary in a transaction permitted by this Agreement, then the Administrative Agent, at the request and sole expense of Borrower or any Subsidiary, shall execute and deliver to 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 Borrower, a Guarantor shall be released from its obligations hereunder and under the other Security Documents in respect the event that all the Capital Stock of Secured Hedge Agreementssuch Guarantor shall be Disposed of in a transaction permitted by this Agreement; provided that, Banking Services Obligations, contingent indemnity obligations and obligations in respect the case of Letters of Credit that have been Cash Collateralized or backstopped) this sentence and the obligations immediately prior sentence, Borrower shall have delivered to the Administrative Agent, at least five (5) Business Days prior to the date of the proposed release (or such shorter time as the Lead Lender may agree but in any event not less than three (3) Business Days unless otherwise agreed by the Administrative Agent), a written request for release identifying the relevant Guarantor, summarizing the transaction and stating that such transaction is in compliance with this Agreement and the other Loan Documents, including the Swap Intercreditor Agreement (and the Lenders hereby authorize and direct the Administrative Agent and the Lenders to provide additional credit conclusively rely on such certifications in performing its obligations under the Loan Documents have been terminated irrevocably, the Administrative Agent will, at the U.S. Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments 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 to release, as of record, the Administrative Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent with respect to the Obligationsthis Section 10.17).

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 is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrowers having the effect 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 described in the next succeeding sentence. All Liens created under the Loan Documents on (other than contingent indemnification obligations and obligations under or in respect of Swap Agreements and Cash Management Agreements) shall have been paid in full, 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 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 Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized cash collateralized or backstopped) otherwise backstopped in a manner satisfactory to the Issuing Bank), the Collateral shall be released from the Liens created by the Security Instruments, and the Security Instruments and all obligations (other than those expressly stated to survive such termination) of each Credit 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 Administrative Agent and Collateral shall be sold, transferred or otherwise disposed of by the Lenders to provide additional credit under the Loan Documents have been terminated irrevocablyBorrower or any Restricted Subsidiary in a transaction permitted by this Agreement, then the Administrative Agent willAgent, at the U.S. Borrower’s request and sole expenseexpense of the Borrower or any Restricted Subsidiary, shall execute and deliver to the Borrower or any termination statements, lien releases, mortgage releases, re-assignments of intellectual property, discharges of security interests, and Restricted Subsidiary all releases or other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary or advisable 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 release, as of record, the Administrative Agent’s Liens , at least five (5) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Guarantor and all notices the terms of security interests the Disposition in reasonable detail, including the price thereof and liens previously filed any anticipated expenses in connection therewith, together with a certification by the Administrative Agent Borrower stating that such transaction is in compliance with respect to this Agreement and the Obligationsother Loan Documents.

Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized (but not required) by each Lender (without requirement of notice to or consent of any LenderLender except as expressly required by Section 13.9) to take any action requested by the Borrowers Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary or reasonably requested to permit consummation of any transaction permitted not prohibited 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 Section 13.9 or (ii) under the circumstances described in paragraph (b), (c) or (d) below. (b) At such time as the next succeeding sentence. All Liens created Advances and the other obligations under the Loan Documents on (other than contingent indemnification and reimbursement obligations for which no claim has been made and Lender Hedging Obligations) shall have been paid in full, 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 Revolving Credit 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 Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized cash collateralized or backstopped) otherwise backstopped in a manner satisfactory to the Issuing Lender), the Collateral shall be released from the Liens created by the Collateral Documents, and the Collateral Documents and all obligations (other than those expressly stated to survive such termination) of each Credit Party under the Collateral Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. Administrative Agent agrees, upon the request of Borrower, to promptly execute and deliver to Borrower any and Lien releases as may be required to effectuate the foregoing. (c) If any of the Collateral shall be sold, transferred or otherwise Disposed of by any Credit Party in a transaction permitted by this Agreement or any other Loan Document, then the Administrative Agent, at the request and sole expense of the Borrower, shall execute and deliver to the relevant Credit Party all releases or other documents reasonably necessary or desirable for the release of the Liens created by the Collateral Documents on such Collateral. At the request and sole expense of the Borrower, a Guarantor that is a Restricted Subsidiary shall be released from its obligations hereunder, under the Guaranty and under the Collateral Documents in the event that any of the Equity Interests issued by such Guarantor shall be Disposed of in a transaction permitted by this Agreement; provided that the Borrower shall have delivered to the Administrative 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 terms of the Disposition in reasonable detail, including the price thereof and any anticipated expenses in connection therewith. (d) If any Restricted Subsidiary shall become an Unrestricted Subsidiary in accordance with this Agreement, then so long as there exists no (x) Default or Event of Default, or (y) Borrowing Base Deficiency, in each case both prior to and/or immediately after taking such action, all obligations of the Administrative Agent and the Lenders to provide additional credit such Unrestricted Subsidiary under the Loan Documents have been terminated irrevocablyshall automatically terminate, and the Administrative Agent, at the request and sole expense of Borrower, shall (i) release all Liens created by the Collateral Documents on (A) any and all property of such Unrestricted Subsidiary, and (B) any and all Equity Interests issued by such Unrestricted Subsidiary, and (ii) deliver to Borrower any and all certificates representing such Equity Interests that were pledged to the Administrative Agent will, at pursuant to the U.S. Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments of intellectual property, discharges of security interests, and other similar discharge or release documents Security Documents. (and, if applicable, in recordable forme) as are necessary or advisable to release, as of record, the Administrative Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent with respect to shall promptly release its Lien on any property of a Credit Party that is not Collateral upon the Obligationswritten request of such Credit Party.

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any LenderLender except as expressly required by Section 9.02) to take any action requested by the Borrowers Borrower having the effect of releasing any Collateral or guarantee obligations Guaranteed Obligations in favor of the Administrative Agent in order to comply with any permitted restriction in connection with a Lien permitted under Section 6.02 (i) to the extent necessary or reasonably requested to permit consummation of any transaction permitted not prohibited by any Loan Document (including any (x) merger, consolidation, amalgamation, Asset Sale and/or liquidation or that has been consented to in accordance with Section 9.02 or (yii) designation under the circumstances in clause (c) below. The Lenders hereby confirm the Administrative Agent’s authority to release its Lien on particular types or items of a property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section and the terms of the Guaranty Agreement. In each case as an Unrestricted Subsidiaryspecified in this Section, the Administrative Agent will, at the Borrower’s expense, execute and deliver to 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, or to release such Subsidiary Guarantor from its obligations under the Guaranty, 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 described in the next succeeding sentence. All Liens created under the Loan Documents on the Target German Assets and this Section and 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 Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized or backstopped) and the obligations of 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 Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, the Administrative Agent will, at may rely conclusively on such certification without further inquiry); provided that (x) the U.S. Borrower’s sole expense, Administrative Agent shall not be required to execute and deliver any termination statements, lien releases, mortgage releases, re-assignments of intellectual property, discharges of security interests, and other similar discharge or release documents (and, if applicablesuch document on terms which, in recordable form) as are necessary or advisable to release, as of record, the Administrative Agent’s opinion, would expose it to liability or create any obligation or entail any consequence other than the 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 of documents in connection with respect any such release shall be without recourse to or warranty by either the ObligationsAdministrative 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.

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any LenderLender except as expressly required by Section 9.02) to take any action requested by the Borrowers Borrower having the effect of releasing any Collateral or guarantee obligations Guaranteed Obligations in favor of the Administrative Agent (i) pursuant to and in accordance with Section 5.08 of the Security Agreement and (ii) in order to comply with any permitted restriction in connection with a Lien permitted under Section 6.02 (A) to the extent necessary or reasonably requested to permit consummation of any transaction permitted not prohibited by any Loan Document (including any (x) merger, consolidation, amalgamation, Asset Sale and/or liquidation or that has been consented to in accordance with Section 9.02 or (yB) designation under the circumstances in clause (c) below. The Lenders hereby confirm the Administrative Agent’s authority to release its Lien on particular types or items of a property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section and the terms of the Guaranty Agreement. In each case as an Unrestricted Subsidiaryspecified in this Section, the Administrative Agent will, at the Borrower’s expense, execute and deliver to 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, or to release such Subsidiary Guarantor from its obligations under the Guaranty, 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 described in the next succeeding sentence. All Liens created under the Loan Documents on the Target German Assets and this Section and 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 Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized or backstopped) and the obligations of 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 Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, the Administrative Agent will, at may rely conclusively on such certification without further inquiry); provided that (x) the U.S. Borrower’s sole expense, Administrative Agent shall not be required to execute and deliver any termination statements, lien releases, mortgage releases, re-assignments of intellectual property, discharges of security interests, and other similar discharge or release documents (and, if applicablesuch document on terms which, in recordable form) as are necessary or advisable to release, as of record, the Administrative Agent’s opinion, would expose it to liability or create any obligation or entail any consequence other than the 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 of documents in connection with respect any such release shall be without recourse to or warranty by either the ObligationsAdministrative 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.

Release of Guarantees and Liens. Notwithstanding anything (a) The Guaranty of a Guarantor shall be released (i) in connection with any sale or other disposition not prohibited by this Agreement of all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Loan Party or a Subsidiary thereof (other than an Excluded Subsidiary), (ii) in connection with any sale or other disposition not prohibited by this Agreement of all of the contrary contained herein Equity Interests of such Guarantor to a Person that is not (either before or after giving effect to such transaction) a Loan Party or a Subsidiary thereof (other than an Excluded Subsidiary), (iii) upon termination of this Agreement, (iv) in the event such Guarantor becomes an Excluded Subsidiary, (v) unless such Guarantor otherwise guarantees Material Indebtedness, upon the occurrence of any Collateral Trigger Termination Date or (vi) other Loan Documentthan during a Collateral Trigger Period, at such time as such Guarantor ceases to guaranty Material Indebtedness. (b) The Lien on any Collateral or other property granted to or held by the Administrative Agent is hereby irrevocably authorized for the benefit of the Secured Parties under any Loan Document shall be released automatically and without further action by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrowers having the effect of releasing any Collateral or guarantee obligations party (i) to upon 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 occurrence of the Loan Documents) or that has been consented to in accordance with the terms hereof or applicable Collateral Trigger Termination Date, (ii) under upon the circumstances described in 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 (A) termination of the Obligations have been fully and finally discharged Aggregate Commitments, (B) expiration or termination of all Letters of Credit (other than obligations in respect of Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized or backstopped) and the obligations of as to which other arrangements satisfactory to the Administrative Agent and the Lenders applicable Issuing Bank) and (C) payment in full in immediately available funds of all Secured Obligations (other than (1) contingent indemnification obligations for which no claim has been made, (2) obligations and liabilities under Secured Treasury Management Agreements and (3) obligations and liabilities under Secured Hedging Agreements), (iii) in connection with any sale or other disposition (including by way of merger or consolidation) not prohibited by this Agreement of such property to provide additional credit under a Person that is not (either before or after giving effect to such transaction) a Loan Party or a Subsidiary thereof (other than an Excluded Subsidiary), (iv) if approved, authorized or ratified in writing in accordance with Section 9.03(b) or (v) in respect of any Guarantor, upon the Loan Documents have been terminated irrevocablyoccurrence of any termination or release event described in Section 9.19(a) applicable to such Guarantor. (c) For purposes of determining whether a Subsidiary is an Immaterial Subsidiary and Excluded Subsidiary in connection with clauses (a) and (b) above, such determination shall be made based upon the Consolidated Net Worth of the Borrower as of the most recently ended fiscal quarter and after giving pro forma effect to such sales and dispositions. (d) In connection with any release pursuant to clauses (a) or (b) above, the Administrative Agent will, at the U.S. Borrower’s sole expense, shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release. (e) No Secured Treasury Management Counterparty or Secured Hedging Counterparty in its respective capacity as such shall have any termination statements, lien releases, mortgage releases, re-assignments of intellectual property, discharges of security interests, and other similar discharge rights in connection with the management or release documents (and, if applicable, in recordable form) as are necessary of any Collateral or advisable to release, as Liens or of record, the Administrative Agent’s Liens and all notices obligations of security interests and liens previously filed by the Administrative Agent with respect to the Obligationsany Loan Party under this Agreement.

Release of Guarantees and Liens. Notwithstanding anything (a) At such time as the Loans and the other obligations under the Loan Documents (other than contingent indemnification obligations) shall have been paid in full and the Aggregate Commitment has been terminated, the Collateral shall, subject to the contrary contained herein or in any Swap Intercreditor Agreement, be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other Loan Documentthan those expressly stated to survive such termination) of each Credit Party under the Security Documents shall terminate, the Administrative Agent is hereby irrevocably authorized by each Lender (all without requirement of notice to or consent delivery of any Lenderinstrument or performance of any act by any Person; and (b) to take If any action requested of the Collateral shall be sold, transferred or otherwise disposed of by the Borrowers having the effect of releasing Borrower or any Collateral or guarantee obligations (i) to the extent necessary or reasonably requested to permit consummation of any Subsidiary in a transaction permitted by this Agreement, then the Administrative Agent, at the request and sole expense of the Borrower or any Loan Document (including any (x) merger, consolidation, amalgamation, Asset Sale and/or liquidation or (y) designation of a Subsidiary as an Unrestricted Subsidiary, shall, subject to the Swap Intercreditor Agreement, 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, subject to the Swap Intercreditor Agreement, under the other Security Documents in each 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 in accordance with of this sentence and the immediately prior sentence, the Borrower shall have delivered to the Administrative 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 terms of the Loan Documents) or Disposition in reasonable detail, including the price thereof and any anticipated expenses in connection therewith, together with a certification by the Borrower stating that has been consented to such transaction is in accordance compliance with this Agreement and the terms hereof or (ii) under the circumstances described in the next succeeding sentence. All Liens created under the other 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 Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized or backstopped) and the obligations of Lenders hereby authorize and direct the Administrative Agent and the Lenders to provide additional credit conclusively rely on such certifications in performing its obligations under the Loan Documents have been terminated irrevocably, the Administrative Agent will, at the U.S. Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments 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 to release, as of record, the Administrative Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent with respect to the Obligationsthis Section 10.17).

Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized (but not required) by each Lender (without requirement of notice to or consent of any LenderLender except as expressly required by Section 13.9) to take any action requested by the Borrowers Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary or reasonably requested to permit consummation of any transaction permitted not prohibited 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 Section 13.9 or (ii) under the circumstances described in paragraph (b), (c) or (d) below. (b) At such time as (i) the next succeeding sentence. All Liens created under Advances and the Loan Documents on other Indebtedness (other than contingent indemnification and reimbursement obligations for which no claim has been made and Lender Product Obligations) shall have been paid in full in cash, (ii) 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 Revolving Credit 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 Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized cash collateralized or backstoppedotherwise backstopped in a manner satisfactory to the applicable Issuing Lender), and (iii) all Lender Hedging Obligations shall have terminated or acceptable substitute collateral shall have been posted to secure such Lender Hedging Obligations or such Lender Hedging Obligations shall have been novated to third parties, the Collateral shall be released from the Liens created by the Collateral Documents, and the Collateral Documents and all (c) If any of the Collateral shall be sold, transferred or otherwise Disposed of by any Credit Party in a transaction permitted by this Agreement or any other Loan Document, then the Administrative Agent, at the request and sole expense of Borrower, shall execute and deliver to the relevant Credit Party all releases or other documents reasonably necessary or desirable for the release of the Liens created by the Collateral Documents on such Collateral. At the request and sole expense of Borrower, a Guarantor that is a Restricted Subsidiary shall be released from its obligations hereunder, under the Guaranty and under the Collateral Documents in the event that any of the Equity Interests issued by such Guarantor shall be Disposed of in a transaction permitted by this Agreement; provided that Borrower shall have delivered to the Administrative 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 terms of the Disposition in reasonable detail, including the price thereof and any anticipated expenses in connection therewith. (d) If any Restricted Subsidiary shall become an Unrestricted Subsidiary in accordance with this Agreement, then so long as there exists no (x) Default or Event of Default, or (y) Borrowing Base Deficiency, in each case both prior to and/or immediately after taking such action, all obligations of the Administrative Agent and the Lenders to provide additional credit such Unrestricted Subsidiary under the Loan Documents have been terminated irrevocablyshall automatically terminate, and the Administrative Agent, at the request and sole expense of Borrower, shall (i) release all Liens created by the Collateral Documents on (A) any and all property of such Unrestricted Subsidiary, and (B) any and all Equity Interests issued by such Unrestricted Subsidiary, and (ii) deliver to Borrower any and all certificates representing such Equity Interests that were pledged to the Administrative Agent will, at pursuant to the U.S. Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments of intellectual property, discharges of security interests, and other similar discharge or release documents Collateral Documents. (and, if applicable, in recordable forme) as are necessary or advisable to release, as of record, the Administrative Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent with respect to shall promptly release its Lien on any property of a Credit Party that is not Collateral upon the Obligationswritten request of such Credit Party.

Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized (but not required) by each Lender (without requirement of notice to or consent of any LenderLender except as expressly required by Section 13.9) to take any action requested by the Borrowers Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary or reasonably requested to permit consummation of any transaction permitted not prohibited 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 Section 13.9 or (ii) under the circumstances described in paragraph (b), (c) or (d) below. (b) At such time as (i) the next succeeding sentence. All Liens created under Advances and the Loan Documents on other Indebtedness (other than contingent indemnification and reimbursement obligations for which no claim has been made and Lender Product Obligations) shall have been paid in full in cash, (ii) 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 Revolving Credit 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 Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized cash collateralized or backstoppedotherwise backstopped in a manner satisfactory to the Issuing Lender), and (iii) all Lender Hedging Obligations shall have terminated or acceptable substitute collateral shall have been posted to secure such Lender Hedging Obligations or such Lender Hedging Obligations shall have been novated to third parties, the Collateral shall be released from the Liens created by the Collateral Documents, and the Collateral Documents and all obligations (other than those expressly stated to survive such termination) of each Credit Party under the Collateral Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. Administrative Agent agrees, upon the request of Borrower, to promptly execute and deliver to Borrower any and all Lien releases as may be required to effectuate the foregoing. MRC Energy Company Credit Agreement (c) If any of the Collateral shall be sold, transferred or otherwise Disposed of by any Credit Party in a transaction permitted by this Agreement or any other Loan Document, then the Administrative Agent, at the request and sole expense of Borrower, shall execute and deliver to the relevant Credit Party all releases or other documents reasonably necessary or desirable for the release of the Liens created by the Collateral Documents on such Collateral. At the request and sole expense of Borrower, a Guarantor that is a Restricted Subsidiary shall be released from its obligations hereunder, under the Guaranty and under the Collateral Documents in the event that any of the Equity Interests issued by such Guarantor shall be Disposed of in a transaction permitted by this Agreement; provided that Borrower shall have delivered to the Administrative 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 terms of the Disposition in reasonable detail, including the price thereof and any anticipated expenses in connection therewith. (d) If any Restricted Subsidiary shall become an Unrestricted Subsidiary in accordance with this Agreement, then so long as there exists no (x) Default or Event of Default, or (y) Borrowing Base Deficiency, in each case both prior to and/or immediately after taking such action, all obligations of the Administrative Agent and the Lenders to provide additional credit such Unrestricted Subsidiary under the Loan Documents have been terminated irrevocablyshall automatically terminate, and the Administrative Agent, at the request and sole expense of Borrower, shall (i) release all Liens created by the Collateral Documents on (A) any and all property of such Unrestricted Subsidiary, and (B) any and all Equity Interests issued by such Unrestricted Subsidiary, and (ii) deliver to Borrower any and all certificates representing such Equity Interests that were pledged to the Administrative Agent will, at pursuant to the U.S. Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments of intellectual property, discharges of security interests, and other similar discharge or release documents Collateral Documents. (and, if applicable, in recordable forme) as are necessary or advisable to release, as of record, the Administrative Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent with respect to shall promptly release its Lien on any property of a Credit Party that is not Collateral upon the Obligationswritten request of such Credit Party.

Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, promptly upon request of the Borrower (i) in connection with any Disposition of Property permitted by the Loan Documents, the Administrative Agent is hereby irrevocably authorized by each Lender shall (without requirement of notice to to, or vote or consent of of, any Lender, or any party to any Bank Product) take such actions as shall be required to release its security interest in any Collateral being Disposed of in such Disposition and (ii) upon any Disposition of a Person permitted by the Loan Documents, the Administrative Agent shall (without notice to, or vote or consent of, any Lender, or any party to any Bank Product) take such actions as shall be required to release any action guaranty and other obligations of such Person under any Loan Document. In addition, upon Parker Drilling Offshore International, Inc., ceasing to guaranty the Xxxxxx Notes and the 10.125% Senior Notes, Parker Drilling Offshore International, Inc., shall automatically be rxxxxxxd from its guaranty obligations and any other obligations under the Loan Documents, and the Administrative Agent shall (without notice to, or vote or consent of, any Lender or any party to any Bank Product) take such actions as shall be required or reasonably requested by the Borrowers having the effect of releasing any Collateral or guarantee obligations Borrower to evidence such release. (ib) Notwithstanding anything to the extent necessary contrary contained herein or reasonably requested to permit consummation of any transaction permitted by any other Loan Document (including any (x) mergerDocument, 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 described in 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 when all of the Obligations have been fully and finally discharged (other than obligations in respect of Secured Hedge Agreementsany Bank Product) have been paid in full, Banking Services Obligations, contingent indemnity obligations all Commitments have terminated or expired and obligations in respect of Letters no Letter of Credit that have been Cash Collateralized or backstopped) and the obligations shall be outstanding, upon request of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocablyBorrower, the Administrative Agent willshall (without notice to, at the U.S. Borrower’s sole expenseor vote or consent of, execute and deliver any termination statementsLender, lien releases, mortgage releases, re-assignments of intellectual property, discharges of or any party to any Bank Product) take such actions as shall be required to release its security interestsinterest in all Collateral, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable to release, as of record, the Administrative Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent with shall (without notice to, or vote or consent of, any Lender, or any party to any Bank Product) take such actions as shall be required to release all guarantee obligations under any Loan Document, whether or not on the date of such release there may be outstanding Obligations in respect of Bank Products. Any such release of guarantee obligations shall be deemed subject to the Obligationsprovision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made.

Release of Guarantees and Liens. Notwithstanding anything to (a) A Subsidiary Loan Party (other than any Borrower) shall be automatically released from its obligations under the contrary contained herein or Loan Documents, and all security interests in any other the Collateral of such Subsidiary Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested Party created by the Borrowers having Loan Documents shall be automatically released, upon the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary or reasonably requested to permit consummation of any transaction permitted by any this Agreement as a result of which (i) such Subsidiary Loan Document (including any (x) merger, consolidation, amalgamation, Asset Sale and/or liquidation or (y) designation of Party shall cease to be 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 and (ii) each other Guarantee by such Subsidiary Loan Party of any Material Indebtedness of the Company shall be released. Upon any sale, lease, transfer or other disposition by any Loan Party of any Collateral that is permitted under this Agreement to any Person other than the circumstances described Company or an Affiliate of the Company, the security interests in the next succeeding sentence. All Liens such Collateral created under by the Loan Documents on the Target German Assets subject to a Directed Divestment shall be automatically released immediately prior to released. (b) If (i) the consummation of such Directed Investment. When this Agreement has been terminated and all 2016 Notes shall be redeemed, irrevocably defeased, prepaid or repaid in full, (ii) TFM’s Guarantee of the Obligations have been fully and finally discharged (other than obligations in respect of Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized or backstopped) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents 2016 Notes shall have been terminated irrevocablyor (iii) TFM shall have been merged into the Company with the Company as the surviving entity, then, subject to the further conditions that (A) the Collateral Trigger Date shall not have occurred and (B) TFM at such time shall not be liable, directly or contingently, under any Guarantee for any other Material Indebtedness of the Company (unless such Guarantee of other Material Indebtedness shall also be released at such time), the Administrative Agent will, at Guarantee of TFM under the U.S. Borrower’s sole expense, execute and deliver Guarantee Agreement shall be automatically released. (c) In connection with any termination statements, lien releases, mortgage releases, re-assignments 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 pursuant to release, as of recordthis Section, the Administrative Agent, upon receipt of any certificates or other documents reasonably requested by it to confirm compliance with this Agreement, shall promptly execute and deliver to the Company or the applicable Loan Party, at the Company’s Liens and expense, all notices of security interests and liens previously filed by documents that the Company or such Loan Party shall reasonably request to evidence such termination or release. The Lenders hereby irrevocably authorize the Administrative Agent with respect to the Obligationstake all actions specified in this Section 9.17.