Common use of Release of Guarantors and Collateral Clause in Contracts

Release of Guarantors and Collateral. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests of any Guarantor are sold or otherwise transferred to a Person or Persons none of which is a Loan Party in a transaction permitted hereunder or (ii) any Guarantor ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, such Guarantor shall be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of the Collateral Documents. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than contingent obligations as to which no claim has been asserted, Cash Management Obligations and obligations pursuant to Secured Hedge Agreements), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement and the Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement. In addition: (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent obligations as to which no claim has been asserted, Cash Management Obligations and obligations pursuant to Secured Hedge Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), all Liens on all property granted to or held by the Collateral Agent under any Loan Document shall automatically be released, (ii) at the time the property subject to such Lien is Disposed as part of or in connection with any Disposition permitted hereunder, the Lien on such property granted to or held by the Collateral Agent under any Loan Document shall automatically be released, (iii) subject to Section 10.01, if the release of a Lien on any property granted to or held by the Collateral Agent under any Loan Document is approved, authorized or ratified in writing by the Required Lenders, such Lien on such property shall automatically be released upon the date so approved, authorized or ratified, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to the first paragraph of this Section 11.09, all Liens on the property of such Guarantor granted to or held by the Collateral Agent under any Loan Document shall automatically be released.

Release of Guarantors and Collateral. If, (a) If (i) in compliance with the terms and provisions of the Loan Documentsthis Agreement, (i) all or substantially all of the Equity Interests of any Guarantor (other than Holdings, the Lead Borrower and each of the other Borrowers (unless a successor assumes the obligations of such Borrower in a transaction permitted under Section 6.3)) are sold sold, transferred or otherwise transferred disposed of to a Person or Persons none of which other than Holdings or its Subsidiaries (so that such Guarantor is no longer a Loan Party in a transaction permitted hereunder or “Subsidiary”), (ii) a Guarantor (other than Holdings, the Lead Borrower or any Guarantor other Borrower) (x) ceases to be (or substantially simultaneously with its release as a Restricted Subsidiary Guarantor will cease to be, including as a result of such Subsidiary ceasing to be a transaction permitted Borrower hereunder) a guarantor of any Indebtedness for borrowed money (other than Permitted Indebtedness) of Holdings, the Lead Borrower and/or any other Loan Party in an aggregate principal amount in excess of $150,000,000 or (y) is not (or substantially simultaneously with its release as a Guarantor will cease to be, including as a result of such Subsidiary ceasing to be a Borrower hereunder) a guarantor of the Existing CF Notes, (iii) a Guarantor becomes an Exempt Subsidiary, or (iv) as expressly provided in any Guaranty or Guaranty Joinder Agreement, then, in the case of clauses (i) through (iv), such Guarantor shall may, and in the discretion of the Lead Borrower upon notice in writing to the Administrative Agent specifying the reason for such release shall, be automatically released from its Guaranty and all of its obligations under this the Guaranty Agreement (including under Section 10.05 hereof) and the other Loan Documents, Documents to which it is a party (including its obligations to pledge and grant any Collateral owned by it pursuant to the Collateral Documents) and any Collateral Document pledge of the Equity Interests in such Guarantor and the pledge of Collateral owned by such Equity Interests to the Administrative Agent Guarantor, in each case pursuant to the Collateral Documents Documents, shall be automatically released, and, so long as and thereafter such Person shall no longer constitute a Guarantor (or a grantor or pledgor) under the Borrower shall have provided Loan Documents. Upon the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions occurrence of the Collateral Documents. When all Commitments hereunder have terminatedand Guarantee Release Date, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied each Guarantor (other than contingent Holdings, the Lead Borrower and any other Borrower) shall be released from its Guaranty and all of its obligations as to which no claim has been asserted, Cash Management Obligations and obligations pursuant to Secured Hedge Agreements), and no Letter of Credit remains outstanding (except any Letter of Credit under the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Guaranty Agreement and the Guarantees made herein shall terminate with respect other Loan Documents to all Obligations, except with respect which it is a party (including its obligations to Obligations that expressly survive such repayment pledge and grant any Collateral owned by it pursuant to the terms Collateral Documents) and any pledge of this Agreementthe Equity Interests in such Guarantor and the Collateral owned by such Guarantor, in each case pursuant to the Collateral Documents, shall be automatically released, and thereafter such Person shall no longer constitute a Guarantor (or a grantor or pledgor) under the Loan Documents. In addition: Neither Holdings nor the Lead Borrower nor any other Borrower (iexcept to the extent provided for in Section 9.17(b) below), shall be released from its obligations under any Loan Document except upon termination of the Aggregate Commitments and payment in full of all Obligations (other than Secured Swap Obligations, Secured Cash Management Obligations, Secured Bilateral LC Obligations, indemnities and other contingent obligations as with respect to which no claim for reimbursement has been asserted, Cash Management Obligations made and obligations pursuant to Secured Hedge Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit which that have been Cash Collateralized cash collateralized pursuant to arrangements mutually agreed between the applicable Issuing Bank and the Lead Borrower or as with respect to which other arrangements reasonably have been made that are satisfactory to the Administrative Agent and the L/C Issuers shall have been madeapplicable Issuing Bank), all Liens on all property granted to or held by the Collateral Agent under any Loan Document shall automatically be released, (ii) at the time the property subject to such Lien is Disposed as part of or in connection with any Disposition permitted hereunder, the Lien on such property granted to or held by the Collateral Agent under any Loan Document shall automatically be released, (iii) subject to Section 10.01, if the release of a Lien on any property granted to or held by the Collateral Agent under any Loan Document is approved, authorized or ratified in writing by the Required Lenders, such Lien on such property shall automatically be released upon the date so approved, authorized or ratified, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to the first paragraph of this Section 11.09, all Liens on the property of such Guarantor granted to or held by the Collateral Agent under any Loan Document shall automatically be released.

Release of Guarantors and Collateral. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests of any Guarantor are sold or otherwise transferred to a Person or Persons none of which is a Loan Party in a transaction permitted hereunder or (ii) any Guarantor ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, such Guarantor shall be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of the Collateral Documents. -155 When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than contingent obligations as to which no claim has been asserted, Cash Management Obligations and obligations pursuant to Secured Hedge Agreements), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement and the Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement. In addition: (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent obligations as to which no claim has been asserted, Cash Management Obligations and obligations pursuant to Secured Hedge Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), all Liens on all property granted to or held by the Collateral Agent under any Loan Document shall automatically be released, (ii) at the time the property subject to such Lien is Disposed as part of or in connection with any Disposition permitted hereunder, the Lien on such property granted to or held by the Collateral Agent under any Loan Document shall automatically be released, (iii) subject to Section 10.01, if the release of a Lien on any property granted to or held by the Collateral Agent under any Loan Document is approved, authorized or ratified in writing by the Required Lenders, such Lien on such property shall automatically be released upon the date so approved, authorized or ratified, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to the first paragraph of this Section 11.09, all Liens on the property of such Guarantor granted to or held by the Collateral Agent under any Loan Document shall automatically be released.

Release of Guarantors and Collateral. IfNotwithstanding any contrary provision herein or in any other Loan Document, in compliance with if the terms Borrower shall request the release under the Guarantee and provisions of the Loan Documents, (i) all Collateral Agreement or substantially all of the Equity Interests any other Security Document of any Guarantor are Subsidiary or any Collateral to be sold or otherwise transferred disposed of (including through the sale or disposition of any Subsidiary owning any such Subsidiary or Collateral) to a Person other than the Borrower or Persons none of which is a Loan Party Subsidiary in a transaction permitted hereunder or (ii) any Guarantor ceases to be a Restricted Subsidiary as a result under the terms of a transaction permitted hereunder, such Guarantor shall be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Administrative Agent pursuant shall deliver to the Collateral Documents shall be automatically released, and, so long as Agent a certificate to the Borrower shall have provided effect that such sale or other disposition and the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions application of the Collateral Documents. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than contingent obligations as to which no claim has been asserted, Cash Management Obligations and obligations pursuant to Secured Hedge Agreements), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement and the Guarantees made herein shall terminate proceeds thereof will comply with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement. In addition: (i) upon termination , the Collateral Agent, if satisfied that the applicable certificate is correct, shall, without the consent of any Lender, and at the expense of the Aggregate Borrower, execute and deliver all such instruments, releases, financing statements or other agreements, and take all such further actions, as shall be necessary to effectuate the release of such Subsidiary or such Collateral substantially simultaneously with or at any time after the completion of such sale or other disposition. Any such release shall be without recourse to, or representation or warranty by, the Collateral Agent and shall not require the consent of any Lender. At such time as the Commitments have expired or terminated, the principal of and payment interest on each Loan and all fees payable hereunder have been paid in full of all Obligations (other than contingent obligations as to which no claim has been assertedfull, Cash Management Obligations and obligations pursuant to Secured Hedge Agreements) and the expiration or termination of all Letters of Credit have expired or terminated (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made)cash collateralized on terms approved in writing by the applicable Issuing Banks) and all LC Disbursements shall have been reimbursed in full, all the Liens on all property granted to or held created by the Security Documents shall be automatically released and the Collateral Agent under shall, without the consent of any Loan Document shall automatically be releasedLender, (ii) and at the time expense of the property Borrower, execute and deliver all such instruments, and take all such other actions, as shall be necessary to effectuate the release of the Collateral subject to such Lien is Disposed as part Liens. Without limiting the provisions of or Section 9.03, the Borrower shall reimburse the Collateral Agent for all costs and expenses, including attorneys’ fees and disbursements, reasonably incurred by it in connection with any Disposition permitted hereunder, the Lien on such property granted to or held action contemplated by the Collateral Agent under any Loan Document shall automatically be released, (iii) subject to Section 10.01, if the release of a Lien on any property granted to or held by the Collateral Agent under any Loan Document is approved, authorized or ratified in writing by the Required Lenders, such Lien on such property shall automatically be released upon the date so approved, authorized or ratified, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to the first paragraph of this Section 11.09, all Liens on the property of such Guarantor granted to or held by the Collateral Agent under any Loan Document shall automatically be releasedSection.

Release of Guarantors and Collateral. If, (a) If (i) in compliance with the terms and provisions of the Loan Documentsthis Agreement, (i) all or substantially all of the Equity Interests of any Guarantor (other than Holdings, the Lead Borrower and each of the other Borrowers (unless a successor assumes the obligations of such Borrower in a transaction permitted under Section 6.3)) are sold sold, transferred or otherwise transferred disposed of to a Person or Persons none of which other than Holdings or its Subsidiaries (so that such Guarantor is no longer a Loan Party in a transaction permitted hereunder or “Subsidiary”), (ii) a Guarantor (other than Holdings, the Lead Borrower or any Guarantor other Borrower) (x) ceases to be (or substantially simultaneously with its release as a Restricted Subsidiary Guarantor will cease to be, including as a result of such Subsidiary ceasing to be a transaction permitted Borrower hereunder) a guarantor of any Indebtedness for borrowed money (other than Permitted Indebtedness) of Holdings, the Lead Borrower and/or any other Loan Party in an aggregate principal amount in excess of $150,000,000 or (y) is not (or substantially simultaneously with its release as a Guarantor will cease to be, including as a result of such Subsidiary ceasing to be a Borrower hereunder) a guarantor of the Existing CF Notes, (iii) a Guarantor becomes an Exempt Subsidiary, or (iv) as expressly provided in any Guaranty or Guaranty Joinder Agreement, then, in the case of clauses (i) through (iv), such Guarantor shall may, and in the discretion of the Lead Borrower upon notice in writing to the Administrative Agent specifying the reason for such release shall, be automatically released from its Guaranty and all of its obligations under this the Guaranty Agreement (including under Section 10.05 hereof) and the other Loan Documents, Documents to which it is a party (including its obligations to pledge and grant any Collateral owned by it pursuant to the Collateral Documents) and any Collateral Document pledge of the Equity Interests in such Guarantor and the pledge of Collateral owned by such Equity Interests to the Administrative Agent Guarantor, in each case pursuant to the Collateral Documents Documents, shall be automatically released, and, so long as and thereafter such Person shall no longer constitute a Guarantor (or a grantor or pledgor) under the Borrower shall have provided Loan Documents. Upon the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions occurrence of the Collateral Documents. When all Commitments hereunder have terminatedand Guarantee Release Date, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied each Guarantor (other than contingent Holdings, the Lead Borrower and any other Borrower) shall be released from its Guaranty and all of its obligations as to which no claim has been asserted, Cash Management Obligations and obligations pursuant to Secured Hedge Agreements), and no Letter of Credit remains outstanding (except any Letter of Credit under the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Guaranty Agreement and the Guarantees made herein shall terminate with respect other Loan Documents to all Obligations, except with respect which it is a party (including its obligations to Obligations that expressly survive such repayment pledge and grant any Collateral owned by it pursuant to the terms Collateral Documents) and any pledge of this Agreementthe Equity Interests in such Guarantor and the Collateral owned by such Guarantor, in each case pursuant to the Collateral Documents, shall be automatically released, and thereafter such Person shall no longer constitute a Guarantor (or a grantor or pledgor) under the Loan Documents. In addition: Neither Holdings nor the Lead Borrower nor any other Borrower (iexcept to the extent provided for in Section 9.17(b) below), shall be released from its obligations under any Loan Document except upon termination of the Aggregate Commitments and payment in full of all Obligations (other than Secured Swap Obligations, Secured Cash Management Obligations, Secured Bilateral LC Obligations, indemnities and other contingent obligations as with respect to which no claim for reimbursement has been asserted, Cash Management Obligations made and obligations pursuant to Secured Hedge Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit which that have been Cash Collateralized cash collateralized pursuant to arrangements mutually agreed between the applicable Issuing Bank and the Lead Borrower or as with respect to which other arrangements reasonably have been made that are satisfactory to the Administrative Agent and the L/C Issuers shall have been madeapplicable Issuing Bank), all Liens on all property granted to or held by the Collateral Agent under any Loan Document shall automatically be released, (ii) at the time the property subject to such Lien is Disposed as part of or in connection with any Disposition permitted hereunder, the Lien on such property granted to or held by the Collateral Agent under any Loan Document shall automatically be released, (iii) subject to Section 10.01, if the release of a Lien on any property granted to or held by the Collateral Agent under any Loan Document is approved, authorized or ratified in writing by the Required Lenders, such Lien on such property shall automatically be released upon the date so approved, authorized or ratified, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to the first paragraph of this Section 11.09, all Liens on the property of such Guarantor granted to or held by the Collateral Agent under any Loan Document shall automatically be released.. 139

Release of Guarantors and Collateral. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests of any Guarantor are sold or otherwise transferred to a Person or Persons none of which is a Loan Party in a transaction permitted hereunder or (ii) any Guarantor ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary (other than as a result of becoming a non-wholly owned Restricted Subsidiary) as a result of a transaction permitted hereunder, such Guarantor shall be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of the Collateral Documents. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than contingent obligations as to which no claim has been asserted, Cash Management Obligations and obligations pursuant to Secured Hedge Agreements), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement and the Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement. In addition: (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent obligations as to which no claim has been asserted, Cash Management Obligations and obligations pursuant to Secured Hedge Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), all Liens on all property granted to or held by the Collateral Agent under any Loan Document shall automatically be released, (ii) at the time the property subject to such Lien is Disposed as part of or in connection with any Disposition permitted hereunderhereunder to a Person that is not a Loan Party, the Lien on such property granted to or held by the Collateral Agent under any Loan Document shall automatically be released, (iii) subject to Section 10.01, if the release of a Lien on any property granted to or held by the Collateral Agent under any Loan Document is approved, authorized or ratified in writing by the Required Lenders, such Lien on such property shall automatically be released upon the date so approved, authorized or ratified, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to the first paragraph of this Section 11.09, all Liens on the property of such Guarantor granted to or held by the Collateral Agent under any Loan Document shall automatically be released.. 148

Release of Guarantors and Collateral. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests of any Guarantor are sold or otherwise transferred to a Person or Persons none of which is a Loan Party in a transaction permitted hereunder or (ii) any Guarantor ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary described in clauses (g), (h), (i), (j) or (k) in the definition thereof as a result of a transaction or designation permitted hereunder, then, in each case, such Guarantor shall be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower Parent shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 9.14 in accordance with the relevant provisions of the Collateral Documents. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than contingent obligations as to which no claim has been asserted, Cash Management Obligations and obligations pursuant to Secured Hedge Agreements), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Effective Amount of which the L/C Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), (i) this Agreement and the Guarantees made herein Guaranties shall terminate with respect to all Obligations, except with respect to such Obligations that expressly survive such repayment pursuant to the terms of this Agreement. In addition: , and (iii) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent obligations as to which no claim has been asserted, Cash Management Obligations and obligations pursuant to Secured Hedge Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), all Liens on all property granted to or held by the Collateral Agent under any Loan Document shall automatically be released, released hereunder. In addition: (iii) if at the any time the any property subject to such a Lien granted to or held by the Collateral Agent under any Loan Document is Disposed of as part of or in connection with any Disposition permitted hereunder, the such Lien on such property granted to or held by the Collateral Agent under any Loan Document shall automatically be releasedreleased upon consummation of such Disposition, (iiiii) subject to Section 10.01, if the release of a Lien on any property granted to or held by the Collateral Agent under any Loan Document is approved, authorized or ratified in writing by the Required Lenders, such Lien on such property shall automatically be released upon the date so approved, authorized or ratified, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to the first paragraph of this Section 11.09, all Liens on the property of such Guarantor granted to or held by the Collateral Agent under any Loan Document shall automatically be released.and

Release of Guarantors and Collateral. If, (a) If (i) in compliance with the terms and provisions of the Loan Documentsthis Agreement, (i) all or substantially all of the Equity Interests of any Guarantor (other than Holdings, the Lead Borrower and each of the other Borrowers (unless a successor assumes the obligations of such Borrower in a transaction permitted under Section 6.3)) are sold sold, transferred or otherwise transferred disposed of to a Person or Persons none of which other than Holdings or its Subsidiaries (so that such Guarantor is no longer a Loan Party in a transaction permitted hereunder or “Subsidiary”), (ii) a Guarantor (other than Holdings, the Lead Borrower or any Guarantor other Borrower) (x) ceases to be (or substantially simultaneously with its release as a Restricted Subsidiary Guarantor will cease to be, including as a result of such Subsidiary ceasing to be a transaction permitted Borrower hereunder) a guarantor of any Indebtedness for borrowed money (other than Permitted Indebtedness) of Holdings, the Lead Borrower and/or any other Loan Party in an aggregate principal amount in excess of $150,000,000 or (y) is not (or substantially simultaneously with its release as a Guarantor will cease to be, including as a result of such Subsidiary ceasing to be a Borrower hereunder) a guarantor of the Existing CF Notes, (iii) a Guarantor becomes an Exempt Subsidiary, or (iv) as expressly provided in any Guaranty or Guaranty Joinder Agreement, then, in the case of clauses (i) through (iv), such Guarantor shall may, and in the discretion of the Lead Borrower upon notice in writing to the Administrative Agent specifying the reason for such release shall, be automatically released from its Guaranty and all of its obligations under this the Guaranty Agreement (including under Section 10.05 hereof) and the other Loan Documents, Documents to which it is a party (including its obligations to pledge and grant any Collateral owned by it pursuant to the Collateral Documents) and any Collateral Document pledge of the Equity Interests in such Guarantor and the pledge of Collateral owned by such Equity Interests to the Administrative Agent Guarantor, in each case pursuant to the Collateral Documents Documents, shall be automatically released, and, so long as and thereafter such Person shall no longer constitute a Guarantor (or a grantor or pledgor) under the Borrower shall have provided Loan Documents. Upon the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions occurrence of the Collateral Documents. When all Commitments hereunder have terminatedand Guarantee Release Date, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied each Guarantor (other than contingent Holdings, the Lead Borrower and any other Borrower) shall be released from its Guaranty and all of its obligations as to which no claim has been asserted, Cash Management Obligations and obligations pursuant to Secured Hedge Agreements), and no Letter of Credit remains outstanding (except any Letter of Credit under the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Guaranty Agreement and the Guarantees made herein shall terminate with respect other Loan Documents to all Obligations, except with respect which it is a party (including its obligations to Obligations that expressly survive such repayment pledge and grant any Collateral owned by it pursuant to the terms Collateral Documents) and any pledge of this Agreementthe Equity Interests in such Guarantor and the Collateral owned by such Guarantor, in each case pursuant to the Collateral Documents, shall be automatically released, and thereafter such Person shall no longer constitute a Guarantor (or a grantor or pledgor) under the Loan Documents. In addition: Neither Holdings nor the Lead Borrower nor any other Borrower (iexcept to the extent provided for in Section 9.17(b) below), shall be released from its obligations under any Loan Document except upon termination of the Aggregate Commitments and payment in full of all Obligations (other than Secured Swap Obligations, Secured Cash Management Obligations, Secured Bilateral LC Obligations, indemnities and other contingent obligations as with respect to which no claim for reimbursement has been asserted, Cash Management Obligations made and obligations pursuant to Secured Hedge Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit which that have been Cash Collateralized cash collateralized pursuant to arrangements mutually agreed between the applicable Issuing Bank and the Lead Borrower or as with respect to which other arrangements reasonably have been made that are satisfactory to the Administrative Agent and the L/C Issuers shall have been madeapplicable Issuing Bank), all Liens on all property granted to or held by the Collateral Agent under any Loan Document shall automatically be released, (ii) at the time the property subject to such Lien is Disposed as part of or in connection with any Disposition permitted hereunder, the Lien on such property granted to or held by the Collateral Agent under any Loan Document shall automatically be released, (iii) subject to Section 10.01, if the release of a Lien on any property granted to or held by the Collateral Agent under any Loan Document is approved, authorized or ratified in writing by the Required Lenders, such Lien on such property shall automatically be released upon the date so approved, authorized or ratified, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to the first paragraph of this Section 11.09, all Liens on the property of such Guarantor granted to or held by the Collateral Agent under any Loan Document shall automatically be released.. 141

Release of Guarantors and Collateral. IfA Guarantor shall automatically be released from its obligations under the Transaction Documents upon the request of the Note Obligors, in compliance connection with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests of any Guarantor are sold or otherwise transferred to a Person or Persons none of which is a Loan Party in a transaction permitted hereunder or (ii) any under this Agreement, as a result of which such Guarantor ceases to be a Restricted Subsidiary as a result wholly owned Subsidiary; provided that, if so required by this Agreement, the Required Investors shall have consented to such transaction and the terms of a transaction permitted hereundersuch consent shall not have provided otherwise. (i) Upon the occurrence of the Termination Date, such Guarantor shall be automatically released from its all obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Administrative Agent pursuant to the Collateral Transaction Documents shall be automatically released. (ii) In connection with any termination or release pursuant to this Section 10(o), andthe Investors and the Collateral Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents provided to it that such Guarantor shall reasonably request to evidence such termination or release so long as the Borrower Note Obligors or the applicable Guarantor shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary in order to effect each release described in this Section 11.09 in accordance demonstrate compliance with the relevant provisions of the Collateral Documents. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than contingent obligations as to which no claim has been asserted, Cash Management Obligations and obligations pursuant to Secured Hedge Agreements), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement and the Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement. In addition: (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent obligations as to which no claim has been asserted, Cash Management Obligations and obligations pursuant to Secured Hedge Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), all Liens on all property granted to or held by the Collateral Agent under any Loan Document shall automatically be released, (ii) at the time the property subject to such Lien is Disposed as part of or in connection with any Disposition permitted hereunder, the Lien on such property granted to or held by the Collateral Agent under any Loan Document shall automatically be released, (iii) subject to Section 10.01The Collateral Agent shall, if at the Note Obligors’ request and at the Note Obligors’ expense, release of a any Lien on any property granted to or held by the Collateral Agent under any Loan Transaction Document (A) upon satisfaction of any conditions to release specified in any Collateral Document, (B) that is disposed of or to be disposed of as part of or in connection with any disposition permitted hereunder or under any other Transaction Document to any Person other than an Issuer Party, (C) if approved, authorized or ratified in writing by the Required LendersInvestor or all Investors, such Lien on such property shall automatically be released upon the date so approvedas applicable, authorized or ratifiedas provided under this Agreement, or (ivD) if the property subject to such Lien is owned by a Guarantor, Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to the first paragraph of this Section 11.09Guaranty, all Liens on or (E) as expressly provided in the property of such Guarantor granted to or held by Collateral Documents; provided that the Collateral Agent under any Loan Document shall automatically be released.receive and may conclusively rely upon an Officers’ Certificate of the Note Obligors stating that such release is authorized and permitted by this Agreement and the Transaction Documents and that all conditions precedent to such release have been complied with. 51

Release of Guarantors and Collateral. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests of any Subsidiary Guarantor are sold or otherwise transferred to a Person or Persons none of which is a Loan Party in a transaction permitted hereunder or (ii) any Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, such Subsidiary Guarantor shall be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower Representative shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of the Collateral Documents. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than contingent obligations as to which no claim has been asserted, Cash Management Obligations and obligations pursuant to Secured Hedge Agreements), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement and the Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement. In addition: The Administrative Agent shall take such actions as are necessary to effect the release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent obligations as to and Letters of Credit which no claim has have been asserted, Cash Management Obligations and obligations pursuant to Secured Hedge AgreementsCollateralized or otherwise backstopped) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), all Liens on all property granted to or held by the Collateral Agent under any Loan Document shall automatically be released, (ii) at the time the property subject to such Lien is Disposed or to be Disposed as part of or in connection with any Disposition permitted hereunder, the Lien on such property granted to hereunder or held by the Collateral Agent under any other Loan Document shall automatically be releasedDocument, (iii) subject to Section 10.01, if the release of a such Lien on any property granted to or held by the Collateral Agent under any Loan Document is approved, authorized or ratified in writing by the Required Lenders, such Lien on such property shall automatically be released upon the date so approved, authorized or ratified, Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to the first paragraph of this Section 11.09, all Liens on the property of such Guarantor granted to or held by the Collateral Agent under any Loan Document shall automatically be released9.10(d).