Common use of Release of Liens and Guarantees Clause in Contracts

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.

Release of Liens and Guarantees. A Subsidiary shall automatically be released from its obligations under the Loan Documents, and all Liens created by the Loan Documents in Collateral owned by such Subsidiary (if applicable) shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary). In the event that the Borrower or any Loan Party conveys, sells, leases, assigns, transfers or otherwise Subsidiary disposes of all or any portion of its assets (including any of the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party Interests, assets or property owned by the Borrower or such Subsidiary in a transaction not prohibited by the this Agreement, any Liens granted with respect to such Equity Interests, assets or property pursuant to any Loan Documents, the Document shall automatically and immediately terminate and be released. The Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize and instruct the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to evidence any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed oftermination and release described in this Section. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such timeIn addition, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the Obligations (other than contingent obligations for which no claim has been asserted) have been paid in full and all Commitments terminated. The Lenders authorize the Collateral Agent to release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(d) or (e) to the extent required by the terms of the obligations secured by such Liens and in each case pursuant to documents reasonably acceptable to the Collateral Agent.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests of any of its Subsidiaries) Loan Party or any assets to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Section 6.05, any Liens created by any Loan Documents, Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower Borrowing Agent and at the Borrower’s Borrowers’ expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Loan Party in a transaction permitted by Section 6.05, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any which such Equity Interests or assets shall no longer be deemed Subsidiary would cease to be made once a Loan Party, such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, Loan Party’s obligations under the guarantees made therein, the Security Interest (as defined therein) Guarantee and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party Agreement shall be automatically released, when all terminated and the Obligations are paid in full in cash Administrative Agent and/or the Collateral Agent shall promptly (and Commitments are terminated (other than (Athe Lenders hereby authorize the Administrative Agent and/or the Collateral Agent to) contingent indemnification obligations, (B) take such action and execute any such documents as may be reasonably requested by the Borrowing Agent to terminate such Loan Party’s obligations under the Guarantee and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made)Collateral Agreement. At such timeIn addition, the Administrative Agent and and/or the Collateral Agent agree agrees to take such actions as are reasonably requested by the Borrower Borrowing Agent and at the Borrower’s Borrowers’ expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts (other than contingent indemnification liabilities to the extent no claim giving rise thereto has been asserted) payable under any Loan Document have been paid in full, all Letters of Credit have been cancelled or have expired and all amounts drawn thereunder have been reimbursed in full or, with the consent of the Issuing Bank in its sole discretion, such Letters of Credit shall have been Cash Collateralized pursuant to arrangements satisfactory to the Issuing Bank (which arrangements result in the release of the Revolving Credit Lenders from their obligation to make payments in respect of L/C Disbursements pursuant to Section 2.23(d)) and the Administrative Agent and/or Collateral Agent shall have received satisfactory evidence that all Other Secured Obligations either are not due or shall have been paid in full or arrangements with respect thereto reasonably satisfactory to the applicable Other Secured Parties shall have been made (and the applicable Other Secured Parties have notified the Collateral Agent of their consent to terminating such Liens and security interests).

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its any of the Equity Interests or assets of any Loan Party (including other than the Equity Interests of any of its Subsidiariesthe Borrower) to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited permitted by the Loan Documentsthis Agreement, then the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (without further action or consent by the Lenders) and at the Borrower’s expense to release (or evidence the release) or permit the Borrower (or its agent or designee to take) such actions to release any Liens created by any Loan Document in respect of such assets or Equity interests, and, in the case of a Disposition of the Equity Interests of any Loan Party in a transaction permitted by this Agreement or assets that are the subject other Loan Documents and as a result of which such disposition and Loan Party would cease to release any guarantees of be a Subsidiary, terminate such Loan Party’s obligations under the ObligationsGuaranty Agreement, Collateral Agreement and any Liens granted to secure other applicable Security Document; provided that the Obligations, in each case by a Person that release of any Subsidiary because it ceases to be a Wholly Owned Subsidiary shall constitute an Investment in an amount equal to the fair market value of the net assets of such relevant Subsidiary and must be permitted under Section 6.04. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by the Borrower as a result of a transaction described aboveand at the Borrower’s expense (or where applicable permit the Borrower (or its agent or representative to take such actions) to terminate (or to evidence the termination) the Liens and security interests created by the Loan Documents when all the Obligations are Paid in Full. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests Interests, asset or assets subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or assets are asset or subsidiary is so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiariesa) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a A Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder under the Loan Documents, and the all security interests created by the Security Documents in the Collateral granted owned by any such Subsidiary Loan Party shall be automatically released, when all (1) upon the Obligations are paid in full in cash and Commitments are terminated consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary (other than solely as a result of becoming a Non-Wholly Owned Subsidiary) or (A2) contingent indemnification obligationsat the written election of Bidco or any Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary, unless the primary purpose (Bas reasonably determined by Bidco) of such transaction was to release such Subsidiary Loan Party from its obligations under the Loan Documents; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and liabilities the terms of such consent shall not have provided otherwise. Upon any sale, disposition or other transfer by any Loan Party (other than to Holdings, any Intermediate Parent, Bidco, any Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters this Agreement, or upon the effectiveness of Credit as to which arrangements satisfactory any written consent to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guaranteessecurity interest created under any Security Document in any Collateral, Liens the security interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of Holdings or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by Holdings or such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such new Unrestricted Subsidiary shall automatically be released. Upon the Termination Date all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.14, the Administrative Agent or the Collateral Agent, as the case may be, shall execute and deliver to any Loan DocumentsParty, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to file or register in any office, or to evidence such termination or release, so long as Bidco or applicable Loan Party shall have provided the Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any Loan Party (other than Equity Interests of its Subsidiariesthe Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any which such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed Party would cease to be made once a Restricted Subsidiary, such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, Subsidiary Loan Party’s obligations under each of the Security Interest (as defined therein) Agreement and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party Guaranty Agreement shall be automatically released, when all terminated and the Obligations are paid in full in cash Administrative Agent shall promptly (and Commitments are terminated (other than (Athe Lenders hereby authorize the Administrative Agent to) contingent indemnification obligations, (B) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under each of the Security Agreement and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made)Guaranty Agreement. At such timeIn addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminated.

Release of Liens and Guarantees. In Subject to the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party reinstatement provisions set forth in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the ObligationsAgreement, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder under the Loan Documents, and the all security interests created by the Security Documents in the Collateral granted owned by any such Subsidiary Loan Party shall be automatically released, when all upon the Obligations are paid in full in cash consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary Loan Party or a Designated Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and Commitments are terminated the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks Borrower or any other Loan Party) of any Collateral in a transaction not prohibited under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral pursuant to Section 9.02, or in the event that any Collateral is no longer required to be subject to a Lien under the Loan Documents, the security interests in such Collateral created by the Security Documents shall have been made)be automatically released. At such timeIn connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. Each of the Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to effect the releases set forth in this Section. The Administrative Agent is irrevocably authorized by the Secured Parties, without any consent or further 174 agreement of any Secured Party, to release the Administrative Agent’s Liens upon the date the Commitments shall have expired or been terminated and the Collateral Agent agree principal of and interest on each Loan and all fees, expenses and other amounts payable under this Agreement or any other Loan Document shall have been paid in full (other than contingent amounts not yet due) and all Letters of Credit shall have expired or been terminated or shall have been backstopped or cash collateralized (in each case, in a manner reasonably satisfactory to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence applicable Issuing Bank) and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documentsall LC Disbursements shall have been reimbursed.

Release of Liens and Guarantees. In the event that (1) any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its any of the Equity Interests or assets of any Loan Party (including other than the Equity Interests of any of its Subsidiariesthe U.S. Borrower) to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by this Agreement or (2) upon the Loan Documentssatisfaction of the conditions precedent to a Qualified IPO (with respect to the Equity Interests of the U.S. Borrower), then (i) in the case of a disposition of the Equity Interests of any Borrower (other than the U.S. Borrower) in a transaction not prohibited by this Agreement and as a result of which such Borrower would cease to be a Subsidiary, such Borrower shall, immediately prior to the completion of any such disposition, pay the unpaid principal amount of all Loans made to such Borrower hereunder, together with all accrued but unpaid interest thereon and other fees and amounts owed by such Borrower hereunder (and, if applicable, repay all amounts to become due with respect to outstanding B/As of such Borrower hereunder) in accordance with the provisions of Section 2.11 and such Borrower shall thereafter cease for all purposes to have any of the rights or obligations of a Borrower hereunder, (ii) the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the U.S. Borrower and at the Borrower’s Borrowers’ expense to release any Liens created by any Loan Document in respect of such assets or Equity Interests, and, in the case of a disposition of the Equity Interests or assets that are the subject of any Subsidiary Loan Party in a transaction not prohibited by this Agreement and as a result of which such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases Subsidiary Loan Party would cease to be a Subsidiary Loan Party (or upon a Qualified IPO, with respect to Holdings), terminate such Subsidiary Loan Party’s obligations or Holdings’s obligations, as applicable, under the U.S. Guarantee Agreement or the Foreign Guarantee Agreement, as applicable. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the U.S. Borrower and at the Borrowers’ expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnities and expense reimbursement obligations to the extent no claim therefor has been made) are paid in full and all Letters of the Borrower as a result of a transaction described aboveCredit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests Interests, asset or assets subsidiary of the U.S. Borrower shall no longer be deemed to be made once such Equity Interests or assets are asset is so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a A Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder under the Loan Documents, and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be released, (1) automatically upon the consummation of any single transaction or related series of transactions permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary), or (2) upon notice by the Borrower to the Administrative Agent, if a Subsidiary Loan Party becomes an Excluded Subsidiary, including, in connection with a transaction permitted under this Agreement, the result of which such Subsidiary Loan Party ceases to be a wholly-owned Subsidiary as contemplated by the definition of “Excluded Subsidiary”; provided that a Subsidiary Loan Party shall not be released from the Guarantee in connection with a de minimis transfer of Equity Interests in such Subsidiary Loan Party if there is no bona fide business purpose for each transfer of Equity Interests and such transfer of Equity Interests is intended solely to obtain a release of the Guarantee, in each case as determined in good faith by the Borrower. The security interests in any applicable Collateral created by the Security Documents or any applicable Guarantee shall be released, (i) automatically upon any sale or other transfer as part of or in connection with a Disposition by any Loan Party (other than to Holdings, the Borrower or any other Loan Party) of any Collateral in a transaction permitted under this Agreement, (ii) upon notice by the Borrower to the Administrative Agent, if any property granted to or held by the Administrative Agent under any Loan Documents does not constitute (or ceases to constitute) Collateral, including by becoming an Excluded Asset or (iii) upon the effectiveness of any written consent to the release of the Lien or security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02. Upon the occurrence of the Termination Date, all obligations under the Loan Documents (other than obligations that by their terms survive the termination of the Loan Documents) and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section or in connection with any subordination of its interest as required by Article VIII, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. The Lenders irrevocably authorize the Administrative Agent to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(ii), 6.02(iv), 6.02(v), 6.02(vi), 6.02(vii), 6.02(viii), 6.02(xi), 6.02(xii), 6.02(xiii), 6.02(xiv), 6.02(xv), 6.02(xvi), 6.02(xvii), 6.02(xviii), 6.02(xxi), 6.02(xxii), 6.02(xxiii), 6.02(xxv), 6.02(xxvi), 6.02(xxvii), 6.02(xxviii), 6.02(xxix), 6.02(xxxi), 6.02(xxxiv), or 6.02(xxxv) in each case, to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agent.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the parties hereto agree that (a) any Liens attaching to such Equity Interests or other assets pursuant to any Loan Document (along with the guarantee of the Obligations by any Subsidiary Loan Party so transferred) shall be automatically released upon the consummation of such conveyance, sale, lease, assignment, transfer or other disposition in accordance with the Loan Documents and (b) the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense (i) to evidence such release any of Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and (ii) in the case of the disposition of any Equity Interests of any Subsidiary Loan Party, to evidence the release of any such guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a such Subsidiary of the Borrower as a result of a transaction described aboveLoan Party. Any representation, warranty or covenant contained in any Loan Document relating to any such Subsidiary, Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.

Release of Liens and Guarantees. A Subsidiary shall automatically be released from its obligations under the Loan Documents, and all Liens created by the Loan Documents in Collateral owned by such Subsidiary (if applicable) shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary). In the event that the Borrower or any Loan Party conveys, sells, leases, assigns, transfers or otherwise Subsidiary disposes of all or any portion of its assets (including any of the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party Interests, assets or property owned by the Borrower or such Subsidiary in a transaction not prohibited by the this Agreement, any Liens granted with respect to such Equity Interests, assets or property pursuant to any Loan Documents, the Document shall automatically and immediately terminate and be released. The Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize and instruct the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to evidence any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed oftermination and release described in this Section 9.15. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such timeIn addition, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the Obligations (other than contingent obligations for which no claim has been asserted) have been paid in full and all Commitments terminated. The Lenders authorize the Collateral Agent to release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(d) or (e) to the extent required by the terms of the obligations secured by such Liens and in each case pursuant to documents reasonably acceptable to the Collateral Agent.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each A Loan Party shall automatically be released from its obligations thereunder under the Loan Documents, and the all security interests created by the Security Documents in the Collateral granted owned by any such Subsidiary Loan Party shall be automatically released, when all (1) upon the Obligations are paid consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or (2) upon the request of the Borrower, in full in cash and Commitments are terminated connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a wholly-owned Subsidiary. Upon (i) any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any other Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement or (Aii) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters the effectiveness of Credit as to which arrangements satisfactory any written consent to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guaranteesLien or security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, Liens the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the occurrence of the Termination Date, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan DocumentsParty, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. The Lenders irrevocably authorize the Administrative Agent to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv) or Section 6.02(xxii) to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agent).

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the any Equity Interests of any of its SubsidiariesInterests) to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan DocumentsSection 6.05, or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor), and, in the case of a disposition of the Equity Interests or assets that are the subject of such disposition any Subsidiary Guarantor in a transaction permitted by Section 6.05 and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any which such Equity Interests or assets shall no longer be deemed Subsidiary Guarantor would cease to be made once such Equity Interests a Wholly Owned Domestic Subsidiary, or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the case of a designation of a Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to Section 5.13, evidence the termination of such Subsidiary Guarantor’s obligations under the Guarantee and Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made)Agreement. At such timeIn addition, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to evidence and effectuate such the termination and release of the guarantees, Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests of any Subsidiary Loan Party or assets of its Subsidiaries) any Loan Party to a Person that is not (and is not required to become) a Loan Party Party, or designates a Subsidiary an Unrestricted Subsidiary, in a transaction not prohibited by the Loan Documentsthis Agreement, the Administrative Agent Lien on such Equity Interests or assets shall be automatically released and the Collateral Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are or the subject Equity Interests and assets of such disposition and to release any guarantees an Unrestricted Subsidiary, and, in the case of the Obligations, and any Liens granted to secure the Obligations, in each case by designation of an Unrestricted Subsidiary or a Person that ceases to be a Subsidiary disposition of the Borrower Equity Interests of any Subsidiary Loan Party in a transaction not prohibited by this Agreement and as a result of which such Subsidiary Loan Party would cease to be a transaction described aboveSubsidiary, terminate such Subsidiary Loan Party’s obligations under its Guarantee. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents during a Collateral Suspension Period. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests Interests, asset or assets subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or assets are asset is so conveyed, sold, leased, assigned, transferred or disposed ofof in accordance with this Agreement. The Security Documents, Notwithstanding anything to the guarantees made therein, the Security Interest (as defined therein) and all contrary contained herein or any other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically releasedDocument, when all the Obligations are paid in full in cash and Commitments are terminated (other than (Ai) contingent indemnification obligationsHedging Obligations in respect of any Secured Hedge Agreements, (Bii) obligations and liabilities under Cash Management Obligations in respect of any Secured Cash Management Agreements and Secured Swap Agreements and (Ciii) contingent indemnification obligations and liabilities under Revolving Letters other contingent obligations) have been paid in full, all Commitments have terminated or expired and no Letter of Credit as to which arrangements shall be outstanding that is not Cash Collateralized or back-stopped in a manner reasonably satisfactory to the applicable Issuing Banks shall have been made). At such timeBank, upon request of the Borrower, the Administrative Agent and the Collateral Agent agree to shall (without notice to, or vote or consent of, any Secured Party) take such actions as are reasonably requested by the Borrower and at the Borrower’s expense as shall be required to evidence release (and effectuate such termination and release of the guarantees, Liens and Lenders hereby authorize the Administrative Agent to release) its security interests created by interest in all Collateral (granted to the Administrative Agent pursuant to the Loan Documents), and to release all obligations under any Loan Document (other than contingent indemnification obligations and other contingent obligations and obligations that survive termination of the Loan Documents pursuant to the terms thereof), whether or not on the date of such release there may be any (i) Hedging Obligations in respect of any Secured Hedge Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) contingent indemnification obligations and other contingent obligations. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the 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 Subsidiary Loan Party, 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 Subsidiary Loan Party or any substantial part of its property, or otherwise, all as though such payment had not been made.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiariesa) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a A Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder under the Loan Documents, and the all security interests created by the Security Documents in the Collateral granted owned by any such Subsidiary Loan Party shall be automatically released, when all (1) upon the Obligations are paid in full in cash and Commitments are terminated consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary (other than solely as a result of becoming a Non-Wholly Owned Subsidiary) or (A2) contingent indemnification obligationsupon the request of a Co-Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale, disposition or other transfer by any Loan Party (Bother than to Holdings, any Co-Borrower or any Subsidiary Loan Party) obligations and liabilities of any Collateral in a transaction permitted under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters this Agreement, or upon the effectiveness of Credit as to which arrangements satisfactory any written consent from the requisite Lenders hereunder to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guaranteessecurity interest created under any Security Document in any Collateral, Liens the security interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of Holdings or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by Holdings or such Subsidiary or Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such new Unrestricted Subsidiary shall automatically be released. Upon the Termination Date all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.14, the Administrative Agent or the Collateral Agent, as the case may be, shall execute and deliver to any Loan DocumentsParty, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request or to file or register in any office, or to evidence, such termination or release so long as each Co-Borrower or applicable Loan Party shall have provided the Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any of its Subsidiaries) Subsidiary Loan Party to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Section 7.05, any Liens created by any Loan Documents, Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Holdcos or any Borrower and at the Borrower’s Borrowers’ expense to release or evidence the release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets. In the subject event of such (x) a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party in a transaction permitted by Section 7.05 (including through merger, consolidation, amalgamation or otherwise) and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any which such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed Party would cease to be made once such Equity Interests a Subsidiary, or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, (y) the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each designation of any Subsidiary Loan Party shall automatically be released from its as an Unrestricted Subsidiary, in each case, such Subsidiary Loan Party’s obligations thereunder and under the security interests in the Collateral granted by any Loan Party Documents shall be automatically released, when all terminated and the Obligations are paid in full in cash Administrative Agent shall promptly (and Commitments are terminated (other than (Athe Lender hereby authorizes the Administrative Agent to) contingent indemnification obligations, (B) take such action and execute such documents at the Borrowers’ expense as may be reasonably requested by the Holdcos or any Borrower to terminate such Subsidiary Loan Party’s obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made)Loan Documents. At such timeIn addition, the Administrative Agent and the Collateral Agent agree agrees (a) to take such actions as are reasonably requested by the any Borrower and at the Borrower’s Borrowers’ expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the ABL Credit Obligations (other than contingent indemnification obligations) are paid in full, all Commitments to lend hereunder are terminated and all Letters of Credit have been either cancelled or cash collateralized as required hereunder and (b) to enter into any Secured Debt Intercreditor Agreement or Bowling Green Real Estate Intercreditor Arrangements (in each case in the circumstances and on those terms contemplated by this Agreement) and to take such actions (and execute all documents) as are reasonably requested by the Holdcos or any Borrower in connection with such Secured Debt Intercreditor Agreement or the Bowling Green Real Estate Intercreditor Arrangements.

Release of Liens and Guarantees. (a) In the event that (i) the Borrower or any Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan DocumentsDocuments (other than any sale or conveyance of any assets to Eddy County in connection with the IRB Transactions), (ii) any Restricted Subsidiary becomes an Unrestricted Subsidiary (other than any Included Entity, any Ohio Joint Venture or, from and after the Opt-In Time, the Double E Joint Venture) or (iii) any Subsidiary ceases to be a Revolver Loan Party, then, in any of such cases, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s sole cost and expense to release any Liens created by any Loan Document in respect of such Equity Interests Interests, Subsidiary Loan Party or assets that are the subject of such disposition and to disposition, release any guarantees Liens created by any Loan Document in respect of Equity Interests of any Restricted Subsidiary that becomes an Unrestricted Subsidiary (other than any Included Entity, any Ohio Joint Venture or, from and after the Opt-In Time, the Double E Joint Venture), and release any Guarantees of the Obligations, Obligations and release any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower or that ceases to be a Subsidiary Loan Party as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, Any sale or conveyance of any assets to Eddy County in connection with the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party IRB Transactions shall be automatically released, when subject to all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities Liens thereon created under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents, and such Liens created under the Loan Documents shall continue in effect after such sale or conveyance.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any of its Subsidiaries) Loan Party to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Section 6.05, any Liens created by any Loan Documents, Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Parent or the Borrower and at the Borrower’s expense to in connection with the release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any which such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed Party would cease to be made once a Subsidiary, such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Subsidiary Loan Party shall automatically be released from its Party’s obligations thereunder and the security interests in under the Collateral granted by any Loan Party Agreement shall be automatically released, when all terminated and the Obligations are paid in full in cash Administrative Agent shall promptly (and Commitments are terminated (other than (Athe Lenders hereby authorize the Administrative Agent to) contingent indemnification obligations, (B) take such action and execute any such documents as may be reasonably requested by Parent or the Borrower to terminate such Subsidiary Loan Party’s obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made)Collateral Agreement. At such timeIn addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Parent or the Borrower and at the Borrower’s expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the Obligations (other than Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminated.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any of its Subsidiaries) Subsidiary Loan Party to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan DocumentsSection 6.05, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to in connection with the release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of which such Subsidiary Loan Party would cease to be a transaction described aboveSubsidiary, such Subsidiary Loan Party’s obligations under its Guarantee of the Obligations shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under its Guarantee of the Obligations. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification Obligations and expense reimbursement claims to the extent no claim therefor has been made) are paid in full and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests Interests, asset or assets subsidiary of Holdings shall no longer be deemed to be made once such Equity Interests Interest or assets are asset is so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its any of the Equity Interests or assets of any Loan Party (including other than the Equity Interests of any of its Subsidiariesthe Borrower) to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited permitted by the Loan Documentsthis Agreement, then the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such assets or Equity interests, and, in the case of a disposition of the Equity Interests or assets that are the subject of such disposition any Loan Party in a transaction permitted by this Agreement and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of which such Loan Party would cease to be a transaction described aboveSubsidiary, terminate such Loan Party’s obligations under the Guaranty Agreement, Collateral Agreement and any other applicable Security Document. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnities and expense reimbursement obligations to the extent no claim therefor has been made) are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests Interests, asset or assets subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or assets are asset or subsidiary is so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.

Release of Liens and Guarantees. (a) In the event that Holdings, the Borrower or any Loan Party of their Subsidiaries conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests Interests, assets or property of Holdings, the Borrower or any of its Subsidiaries) their Subsidiaries to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan DocumentsSection 6.05, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s 's expense to release any Liens created by any Loan Document in respect of such Equity Interests, assets or property (provided that in no event shall the Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result be released under this Section 9.17), including the release and satisfaction of record of any mortgage or deed of trust granted in connection herewith, and, in the case of a transaction described above. Any representation, warranty disposition of all or covenant contained in any Loan Document relating to any such substantially all the Equity Interests or assets shall no longer be deemed to be made once of any Subsidiary Guarantor, terminate such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed ofSubsidiary Guarantor's obligations under the Subsidiary Guarantee Agreement. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such timeIn addition, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower and at the Borrower’s 's expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, assets, property or Subsidiary of Holdings (other than the Borrower) shall no longer be deemed to be made once such Equity Interests, assets or property is so conveyed, sold, leased, assigned, transferred or disposed of.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a A Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder under the Loan Documents, and the all security interests created by the Security Documents in Collateral owned by (and, in the Collateral granted by any case of clause (1), (2) and (3), in each case, to the extent constituting Excluded Assets, upon the request of the Borrower, the Equity Interests of) such Subsidiary Loan Party shall be automatically released, when all (1) upon the Obligations are paid consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary), (2) upon the request of the Borrower, upon any Subsidiary Loan Party becoming an Excluded Subsidiary or (3) upon the request of the Borrower, in full in cash and Commitments are terminated connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a wholly-owned Subsidiary or otherwise becomes an Excluded Subsidiary. Upon (i) any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any other Loan Party) of any Collateral in a transaction permitted under this Agreement or (Aii) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters the effectiveness of Credit as to which arrangements satisfactory any written consent to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guaranteessecurity interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, Liens the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the occurrence of the Termination Date, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan DocumentsParty, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. The Administrative Agent and Collateral Agent will, and the Lenders irrevocably authorize the Administrative Agent and Collateral Agent to, release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv), (viii)(A) or (xxii) to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agent and Collateral Agent).

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any of its Subsidiaries) Subsidiary Loan Party to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan DocumentsSection 6.05, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower Borrowers and at the Borrower’s Borrowers’ expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the Obligations, Equity Interests of any Subsidiary Loan Party in a transaction permitted by Section 6.05 and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of which such Subsidiary Loan Party would cease to be a transaction described aboveSubsidiary, terminate such Subsidiary Loan Party’s obligations under its Guarantee. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrowers and at the Borrowers’ expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification Obligations and expense reimbursement claims to the extent no claim therefore has been made) are paid in full and all Letters of Credit and Commitments are terminated. In addition, immediately prior to the consummation of a Qualified IPO, the Guarantee incurred by Holdings of the Obligations shall automatically terminate. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests Interests, asset or assets subsidiary of Holdings shall no longer be deemed to be made once such Equity Interests or assets are asset is so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any of its Subsidiaries) Subsidiary Loan Party to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Section 7.05, any Liens created by any Loan Documents, Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Holdcos or the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party in a transaction permitted by Section 7.05 (including through merger, consolidation, amalgamation or otherwise) and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any which such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed Party would cease to be made once a Subsidiary, such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, Subsidiary Loan Party’s obligations under the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party Documents shall be automatically released, when all terminated and the Obligations are paid in full in cash Administrative Agent shall promptly (and Commitments are terminated (other than (Athe Lender hereby authorizes the Administrative Agent to) contingent indemnification obligations, (B) take such action and execute such documents at the Borrower’s expense as may be reasonably requested by the Holdcos or the Borrower to terminate such Subsidiary Loan Party’s obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made)Loan Documents. At such timeIn addition, the Administrative Agent and the Collateral Agent agree agrees (a) to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the ABL Credit Obligations (other than contingent indemnification obligations) are paid in full, all Commitments to lend hereunder are terminated and all Letters of Credit have been either cancelled or cash collateralized as required hereunder and (b) to enter into any Secured Debt Intercreditor Agreement (in the circumstances and on those terms contemplated by this Agreement) and to take such actions (and execute all documents) as are reasonably requested by the Holdcos or the Borrower in connection with such Secured Debt Intercreditor Agreement.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any of its Subsidiaries) Subsidiary Loan Party to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Section 6.05, any Liens created by any Loan Documents, Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to in connection with the release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any which such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed Party would cease to be made once a Subsidiary, such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Subsidiary Loan Party shall automatically be released from Party’s obligations under its obligations thereunder and the security interests in the Collateral granted by any Loan Party Guarantee shall be automatically released, when all terminated and the Obligations are paid in full in cash Administrative Agent shall promptly (and Commitments are terminated (other than (Athe Lenders hereby authorize the Administrative Agent to) contingent indemnification obligations, (B) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made)its Guarantee. At such timeIn addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the Obligations (other than contingent indemnification Obligations and expense reimbursement claims to the extent no claim therefor has been made) are paid in full and all Letters of Credit and Commitments are terminated. Without limiting the foregoing, upon the consummation of a Borrower Qualified IPO, Holdings shall be released from its Guarantee, shall cease to be a Loan Party, and any Liens created by any Loan Documents on any assets or Equity Interests owned by Holdings shall be released.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any Loan Party (other than Equity Interests of its Subsidiariesthe Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction 174 not prohibited by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any which such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed Party would cease to be made once a Restricted Subsidiary, such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Subsidiary Loan Party shall automatically be released from its Party’s obligations thereunder and the security interests in under the Collateral granted by any Loan Party Agreement shall be automatically released, when all terminated and the Obligations are paid in full in cash Administrative Agent shall promptly (and Commitments are terminated (other than (Athe Lenders hereby authorize the Administrative Agent to) contingent indemnification obligations, (B) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made)Collateral Agreement. At such timeIn addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminated.

Release of Liens and Guarantees. In the event that any Loan Party Obligor conveys, sells, leases, assigns, transfers or otherwise disposes of any property or assets or all or any portion of its assets (including any of the Equity Interests or assets of any of its Subsidiaries) other Obligor to a Person that is not (and is not required to become) a Loan Party an Obligor, in each case in a transaction not prohibited by Permitted Asset Disposition and/or Permitted Investment or in connection with the Loan Documentsdesignation of an Unrestricted Subsidiary or in connection with a pledge of the Equity Interests in joint ventures constituting Excluded Assets and permitted as a Permitted Lien, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower Borrowers, and at the Borrower’s expense Borrowers’ expense, to (i) release any Liens created by any Loan Document in respect of such Equity Interests or assets that are and (ii) in the subject case of such a disposition and to release any guarantees of the Obligations, Equity Interests of any Obligor in a Permitted Asset Disposition and/or Permitted Investment or in connection with the designation of an Unrestricted Subsidiary and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of which such Obligor would cease to be a transaction described aboveRestricted Subsidiary, terminate such Obligor’s obligations under this Agreement (including Section 13 hereof). Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests Interests, asset or assets subsidiary of Holdings shall no longer be deemed to be made once such Equity Interests or assets are asset is so conveyed, sold, leased, assigned, transferred or disposed of. The Security DocumentsAt the request and sole expense of the Lead Borrower, the guarantees made thereinAgent shall promptly (and the Lenders hereby authorize the Agent to): (i) subordinate any lien granted to the Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is a Permitted Lien under Section 9.2.2(c), the Security Interest subclauses (as defined thereinA), (C) and all other security interests granted thereby shall terminate(D) of clause (f), and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, subclause (B) obligations and liabilities of clause (f) (solely to the extent it relates to Debt incurred under Secured Cash Management Agreements and Secured Swap Agreements Section 9.2.1(s)), (i), (m), (o), (t), (v), (w), (aa), (dd), (gg), (hh) or (jj) (to the extent it relates to Refinancing Debt secured by Liens permitted by other clauses of Section 9.2.2 listed in this clause (i)), and (Cii) obligations and liabilities under Revolving Letters of Credit as to which enter into intercreditor arrangements satisfactory contemplated by Section 2.1.8(a), Section 9.2.1(d), (e), (h), (i), (k) (to the Issuing Banks shall have been madeextent it relates to Refinancing Debt with respect to Debt permitted by other clauses of Section 9.2.1 listed in this clause (ii). At such time), (u), (v), (aa)(ii) and (ff), and Section 9.2.2(a), (f)(B), (u), (v), (w), (dd) and (jj) (to the Administrative Agent and the Collateral Agent agree extent it relates to take such actions as are reasonably requested Refinancing Debt secured by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release Liens permitted by other clauses of the guarantees, Liens and security interests created by the Loan DocumentsSection 9.2.2 listed in this sentence).

Release of Liens and Guarantees. In the event that (1) any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its any of the Equity Interests or assets of any Loan Party (including other than the Equity Interests of any of its Subsidiariesthe U.S. Borrower) to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by this Agreement or (2) upon the Loan Documentssatisfaction of the conditions precedent to a Qualified IPO (with respect to the Equity Interests of the U.S. Borrower), then (i) in the case of a disposition of the Equity Interests of any Borrower (other than the U.S. Borrower) in a transaction not prohibited by this Agreement and as a result of which such Borrower would cease 183 to be a Subsidiary, such Borrower shall, immediately prior to the completion of any such disposition, pay the unpaid principal amount of all Loans made to such Borrower hereunder, together with all accrued but unpaid interest thereon and other fees and amounts owed by such Borrower hereunder (and, if applicable, repay all amounts to become due with respect to outstanding B/As of such Borrower hereunder) in accordance with the provisions of Section 2.11 and such Borrower shall thereafter cease for all purposes to have any of the rights or obligations of a Borrower hereunder, (ii) the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the U.S. Borrower and at the Borrower’s Borrowers’ expense to release any Liens created by any Loan Document in respect of such assets or Equity Interests, and, in the case of a disposition of the Equity Interests or assets that are the subject of any Subsidiary Loan Party in a transaction not prohibited by this Agreement and as a result of which such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases Subsidiary Loan Party would cease to be a Subsidiary Loan Party (or upon a Qualified IPO, with respect to Holdings), terminate such Subsidiary Loan Party’s obligations or Holdings’s obligations, as applicable, under the U.S. Guarantee Agreement or the Foreign Guarantee Agreement, as applicable. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the U.S. Borrower and at the Borrowers’ expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnities and expense reimbursement obligations to the extent no claim therefor has been made) are paid in full and all Letters of the Borrower as a result of a transaction described aboveCredit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests Interests, asset or assets subsidiary of the U.S. Borrower shall no longer be deemed to be made once such Equity Interests or assets are asset is so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any of its Subsidiaries) Subsidiary Loan Party to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Section 6.05, any Liens created by any Loan Documents, Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to in connection with the release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any which such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed Party would cease to be made once a Subsidiary, such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Subsidiary Loan Party shall automatically be released from Party’s obligations under its obligations thereunder and the security interests in the Collateral granted by any Loan Party Guarantee shall be automatically released, when all terminated and the Obligations are paid in full in cash Administrative Agent shall promptly (and Commitments are terminated (other than (Athe Lenders hereby authorize the Administrative Agent to) contingent indemnification obligations, (B) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made)its Guarantee. At such timeIn addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan Documents.Documents when all the Obligations (other than contingent indemnification Obligations and expense reimbursement claims to the extent no claim therefor has been made) are paid in full and all Letters of Credit and Commitments are terminated. Without limiting the foregoing, upon the consummation of a Borrower Qualified IPO, Holdings shall be released from its Guarantee, shall cease to be a Loan Party, and any Liens created by any Loan Documents on any assets or Equity Interests owned by Holdings shall be released. Table of Contents

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests of any of its Subsidiaries) Subsidiary Loan Party or any assets to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Section 6.05, any Liens created by any Loan Documents, Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party in a transaction permitted by Section 6.05, and any Liens granted to secure the Obligations, in each case by as a Person that ceases result of which such Subsidiary Loan Party would cease to be a Subsidiary of the Borrower as a result of a transaction described above. Any representationLoan Party, warranty or covenant contained in any such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from Party’s obligations under its obligations thereunder and the security interests in the Collateral granted by any Loan Party Guarantee shall be automatically released, when all terminated and the Obligations are paid in full in cash Administrative Agent and/or the Collateral Agent shall promptly (and Commitments are terminated (other than (Athe Lenders hereby authorize the Administrative Agent and/or the Collateral Agent to) contingent indemnification obligations, (B) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made)its Guarantee. At such timeIn addition, the Administrative Agent and and/or the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the Obligations (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) are paid in full and all Letters of Credit are cash collateralized or terminated and Commitments are terminated.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any of its Subsidiaries) Subsidiary Loan Party to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan DocumentsSection 6.05, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Holdings, Intermediate Holdings or any Borrower and at the such Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the Obligations, Equity Interests of any Subsidiary Loan Party in a transaction permitted by Section 6.05 and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of which such Subsidiary Loan Party would cease to be a transaction described aboveSubsidiary, terminate such Subsidiary Loan Party’s obligations under its Guarantee. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings, Intermediate Holdings or any Borrower and at such Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations under the Loan Documents (other than contingent indemnification Obligations) are paid in full and all Letters of Credit and Commitments are terminated. In addition, immediately prior to the consummation of a Qualified IPO, the Guarantee incurred by (i) Holdings and (ii) in the case of a Qualified IPO of Intermediate Holdings, Intermediate Holdings of the Obligations and any related security and/or pledge arrangements shall automatically terminate. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests Interests, asset or assets subsidiary of Holdings shall no longer be deemed to be made once such Equity Interests or assets are asset is so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its any of the Equity Interests or assets of any Subsidiary Loan Party (including other than the Equity Interests of any of its Subsidiariesthe Borrower) to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan DocumentsSection 6.05, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s 's expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are Interests, and, in the subject case of such a disposition and to release any guarantees of the Obligations, and Equity Interests of any Liens granted to secure the Obligations, in each case by a Person Subsidiary Loan Party that ceases to be a Subsidiary of is not the Borrower in a transaction permitted by Section 6.05 and as a result of a transaction described above. Any representation, warranty or covenant contained in any which such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed Party would cease to be made once a Subsidiary, terminate such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed ofSubsidiary Loan Party's obligations under its Guarantee. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such timeIn addition, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s 's expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its assets (including the Equity Interests of any of its SubsidiariesSubsidiary Loan Party (other than a Borrower)) to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan DocumentsSection 6.05, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Term Borrower and at the Term Borrower’s 's expense to release any Liens created by any Loan Document in respect of such assets or Equity Interests, and, in the case of a disposition of the Equity Interests or assets of any Subsidiary Loan Party that is not a Borrower in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Loan Party would cease to be a Subsidiary, terminate such Subsidiary Loan Party's obligations under its Guarantee. The Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the subject of such disposition Term Borrower and at the Term Borrower's expense to release any guarantees of terminate the Obligations, Liens and any Liens granted to secure security interests created by the ObligationsParent Guarantee and Pledge Agreement and the CAC Loan Collateral Agreement, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At extent terminating by their terms at such time, on the Restructuring Date. In addition, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Term Borrower and at the Term Borrower’s 's expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiariesa) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a A Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder under the Loan Documents, and the all security interests created by the Security Documents in the Collateral granted owned by any such Subsidiary Loan Party shall be automatically released, when all upon the Obligations are paid in full in cash consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or upon a release of such Restricted Subsidiary from its guarantee of the First Lien Facilities); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and Commitments are terminated the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than (Ato Holdings, the Borrower or any Subsidiary Loan Party or upon a release of such Restricted Subsidiary from its guarantee of the First Lien Facilities) contingent indemnification obligationsof any Collateral in a transaction permitted under this Agreement, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters or upon the effectiveness of Credit as to which arrangements satisfactory any written consent to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guaranteessecurity interest created under any Security Document in any Collateral or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, Liens the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations not yet due), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. Any such release of Secured Obligations shall be deemed subject to the provision that such Secured Obligations shall be reinstated if after such release any portion of any payment in respect of the Secured 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 other Loan Party, 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 other Loan Party or any substantial part of its property, or otherwise, all as though such payment had not been made. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement and the other Loan Documents.

Release of Liens and Guarantees. (a) In the event that (i) the Borrower or any Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan DocumentsDocuments (other than any sale or conveyance of any assets to Eddy County in connection with the IRB Transactions) or (ii) any Subsidiary Loan Party becomes an Unrestricted Subsidiary, then, in any of such cases, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s sole cost and expense to release any Liens created by any Loan Document in respect of such Equity Interests Interests, Subsidiary Loan Party or assets that are the subject of such disposition and to release any guarantees Guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower or ceases to be a Subsidiary Loan Party as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, Any sale or conveyance of any assets to Eddy County in connection with the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party IRB Transactions shall be automatically released, when subject to all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities Liens thereon created under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents, and such Liens created under the Loan Documents shall continue in effect after such sale or conveyance.”

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any Loan Party (other than Equity Interests of its Subsidiariesa Borrowing Base Party) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party (other than a Borrowing Base Party) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any which such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed Party would cease to be made once a Restricted Subsidiary, such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, Subsidiary Loan Party’s obligations under this Agreement and the guarantees made therein, the Security Interest Collateral Agreement (as defined thereinapplicable) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all terminated and the Obligations are paid in full in cash Administrative Agent shall promptly (and Commitments are terminated the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under this Agreement and the Collateral Agreement (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been madeapplicable). At such timeIn addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan Documents.Documents when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and all Commitments are terminated Letters of Credit expired, terminated or cash collateralized on terms satisfactory to the Issuing Bank. 202

Release of Liens and Guarantees. (a) In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes Disposes of all or any portion of its any of the Capital Stock or assets (including the Equity Interests of any of its Subsidiaries) Loan Party to a Person that is not (and is not required hereunder to become) a Loan Party in a transaction not prohibited permitted under this Agreement, the Liens created by the Loan DocumentsDocuments in respect of such Capital Stock or assets shall automatically terminate and be released, without the requirement for any further action by any Person and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Parent or the Borrower and at the Borrower’s expense to further document and evidence such termination and release any of Liens created by any Loan Document in respect of such Equity Interests Capital Stock or assets that are the subject of such disposition and to release any guarantees of the Obligationsassets, and any Liens granted to secure the Obligationsand, in each the case by of a Person transaction permitted under this Agreement the result of which is that ceases a Loan Party would cease to be a Restricted Subsidiary or would become an Excluded Subsidiary, the Guarantee Obligations created by the Loan Documents in respect of such Loan Party (and all security interests granted by such Guarantor under the Loan Documents) shall automatically terminate and be released, without the requirement for any further action by any Person and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Parent or the Borrower and at the Borrower’s expense to further document and evidence such termination and release of such security interests and such Loan Party’s Guarantee Obligations in respect of the Borrower as a result of a transaction described aboveObligations (including, without limitation, its Guarantee Obligations under the Guarantee and Collateral Agreement). Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests Capital Stock, asset or assets subsidiary of any Loan Party shall no longer be deemed to be made with respect thereto once such Equity Interests Capital Stock or assets are asset or Subsidiary is so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.

Release of Liens and Guarantees. A Subsidiary shall automatically and immediately be released from its obligations under the Loan Documents, and all Liens created by the Loan Documents in Collateral owned by such Subsidiary (if applicable) shall be automatically and immediately released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary). In the event that the Borrower or any Loan Party conveys, sells, leases, assigns, transfers or otherwise Subsidiary disposes of all or any portion of its assets (including any of the Equity Interests of any of its Subsidiaries) Interests, assets or property owned by the Borrower or such Subsidiary in a transaction permitted by this Agreement to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Party, any Liens granted with respect to such Equity Interests, assets or property pursuant to any Loan Documents, the Document shall automatically and immediately terminate and be released. The Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize and instruct the Administrative Agent and the Collateral Agent to) after receipt of documentation and certificates reasonably requested by the Administrative Agent and/or the Collateral Agent take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to evidence any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed oftermination and release described in this Section. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such timeIn addition, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to evidence terminate the Liens after receipt of documentation and effectuate such termination and release of certificates reasonably requested by the guarantees, Liens Administrative Agent and/or the Collateral Agent and security interests created by the Loan DocumentsDocuments when all the Obligations (other than contingent obligations for which no claim has been asserted and letters of credit that have been 100% cash collateralized) have been paid in full and all Commitments terminated. The Lenders authorize the Collateral Agent to release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(d) or (e) to the extent required by the terms of the obligations secured by such Liens and in each case pursuant to documents reasonably acceptable to the Collateral Agent.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any Loan Party (other than Equity Interests of its Subsidiariesa Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan DocumentsDocuments or any Loan Party becomes an Excluded Subsidiary or ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, at the request of Holdings, any Liens created by any Loan Document in respect of such Equity Interests or assets shall, to the extent permitted under any applicable law, be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower Holdings and at the Borrower’s Borrowers’ expense to in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of which such Subsidiary Loan Party would cease to be a transaction described above. Any representationRestricted Subsidiary, warranty or covenant contained in such Subsidiary Loan Party’s obligations under this Agreement and the applicable Security Documents shall, to the extent permitted under any Loan Document relating to applicable law, be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrowers’ expense take such action and execute any such Equity Interests or assets shall no longer documents as may be deemed reasonably requested by Holdings to be made once terminate such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Subsidiary Loan Party’s obligations under this Agreement and applicable Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such timeIn addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by the Borrower Holdings and at the Borrower’s Borrowers’ expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations in each case that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and all Commitments are terminated and all Letters of Credit expired, terminated, cash collateralized or backstopped on terms satisfactory to the Issuing Bank.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiariesa) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a A Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder under the Loan Documents, and the all security interests created by the Security Documents in the Collateral granted owned by any such Subsidiary Loan Party shall be automatically released, when all upon the Obligations are paid consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party); 152 provided that no such release shall occur if such Loan Party continues to be a guarantor in respect of the any Credit Agreement Refinancing Indebtedness. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such Guarantee shall be automatically released. Upon termination of the aggregate Commitments and payment in full in cash and Commitments are terminated of all Secured Obligations (other than (Ax) contingent indemnification obligations, obligations as to which no claim has been made and (By) obligations and liabilities under Secured Cash Management Agreements Obligations and Secured Swap Agreements and Obligations (Ceach as defined in the Collateral Agreement) obligations and liabilities under Revolving Letters of Credit as to which arrangements reasonably satisfactory to the Issuing Banks shall applicable Secured Party (as defined in the Collateral Agreement) have been made). At such time, the Administrative Agent ) and the Collateral Agent agree to take such actions expiration or termination of all Letters of Credit (including as are reasonably requested by a result of obtaining the Borrower at the Borrower’s expense to evidence and effectuate such termination and release consent of the guaranteesapplicable Issuing Bank as described in Section 9.05 of this Agreement, Liens or as a result of such Letters of Credit being backstopped or cash collateralized), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan DocumentsParty, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. In Subject to the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party reinstatement provisions set forth in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the ObligationsAgreement, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder under the Loan Documents, and the all security interests created by the Security Documents in the Collateral granted owned by any such Subsidiary Loan Party shall be automatically released, when all upon the Obligations are paid in full in cash consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary Loan Party or a Designated Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and Commitments are terminated the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks Borrower or any other Loan Party) of any Collateral in a transaction not prohibited under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral pursuant to Section 9.02, or in the event that any Collateral is no longer required to be subject to a Lien under the Loan Documents, the security interests in such Collateral created by the Security Documents shall have been made)be automatically released. At such timeIn connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. Each of the Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to effect the releases set forth in this Section. The Administrative Agent is irrevocably authorized by the Secured Parties, without any consent or further agreement of any Secured Party, to release the Administrative Agent’s Liens upon the date the Commitments shall have expired or been terminated and the Collateral Agent agree principal of and interest on each Loan and all fees, expenses and other amounts payable under this Agreement or any other Loan Document shall have been paid in full (other than contingent amounts not yet due) and all Letters of Credit shall have expired or been terminated or shall have been backstopped or cash collateralized (in each case, in a manner reasonably satisfactory to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence applicable Issuing Bank) and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documentsall LC Disbursements shall have been reimbursed.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiariesa) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a A Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder under the Loan Documents, and the all security interests created by the Security Documents in the Collateral granted owned by any such Subsidiary Loan Party shall be automatically released, when all upon the Obligations are paid in full in cash consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and Commitments are terminated the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Loan Document Obligations (A) other than contingent indemnification obligations, (Bobligations not yet due) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving the expiration or termination of all Letters of Credit (including as to which arrangements satisfactory to a result of obtaining the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release consent of the guaranteesapplicable Issuing Bank as described in Section 9.05), Liens all Guarantees under the Loan Documents and all security interests created by the Security Documents shall be automatically released. Any such release of Guarantees and security interests shall be deemed subject to the provision that such Guarantees and security interests shall be reinstated if after such release any portion of any payment in respect of the Loan Document 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 other Loan Party, 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 other Loan Party or any substantial part of its property, or otherwise, all as though such payment had not been made. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any Loan Party (other than Equity Interests of its Subsidiariesa Borrowing Base Party) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party (other than a Borrowing Base Party) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any which such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed Party would cease to be made once a Restricted Subsidiary, such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, Subsidiary Loan Party’s obligations under this Agreement and the guarantees made therein, the Security Interest Collateral Agreement (as defined thereinapplicable) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all terminated and the Obligations are paid in full in cash Administrative Agent shall promptly (and Commitments are terminated the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under this Agreement and the Collateral Agreement (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been madeapplicable). At such timeIn addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and all Commitments are terminated Letters of Credit expired, terminated or cash collateralized on terms satisfactory to the Issuing Bank.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described abovedisposition. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all upon the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters Discharge of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made)Obligations. At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a A Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be released, automatically upon the consummation of any single transaction or related series of transactions, or the occurrence of any event or circumstance, in each case, permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a merger with a Person that is not a Loan Party or a designation as an Unrestricted Subsidiary) or otherwise becomes an Excluded Subsidiary (for the avoidance of doubt, including on account of the occurrence of a Specified Tax Event). Upon the occurrence of a Specified Tax Event, any Group Member that is a Foreign Subsidiary and that has become a Borrower pursuant to Section 1.15 shall automatically be released as a “Borrower” under the Loan Documents, subject in each case to the repayment of the outstanding Borrowings by such Borrower, which, so long as there shall be sufficient availability (and unless otherwise specified in writing by the Borrower), shall be accomplished by a deemed refinancing of such Borrowings by Borrowings deemed made hereunder by the Aggregator Xxxxxxxx. The Person constituting Holdings immediately prior to a Holdings Reorganization whereby the existing “Holdings” is not intended to remain as such shall be automatically released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Person shall be released, automatically upon the consummation of such Holdings Reorganization. The security interests in any applicable Collateral created by the Collateral granted Security Documents or any applicable Guarantee shall be automatically released (i) upon any sale or other transfer as part of or in connection with a Disposition by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than to Holdings, the Borrower or any other Loan Party) of any Collateral in a transaction permitted under this Agreement (A) contingent indemnification obligationsprovided that in connection with a transfer to Holdings or any Group Member permitted hereunder, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to following the Issuing Banks shall have been made). At such timeBorrower’s request, the Administrative Agent and the Collateral Agent agree to take such actions Agent, as are reasonably requested by the Borrower applicable, shall deliver (at the Borrower’s expense expense) evidence of the termination of the security interest against such property with respect to evidence and effectuate such termination and the interests of the transferor), (ii) if any property granted to or held by the Administrative Agent and/or Collateral Agent under any Loan Documents does not constitute (or ceases to constitute) Collateral, including by becoming an Excluded Asset (including Equity Interests of a Person that is sold or transferred to a person other than a Loan Party in a transaction permitted hereunder) or as a result of a Specified Tax Event (as further set forth below) or (iii) upon the effectiveness of any written consent to the release of the guaranteesLien or security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02. Upon the occurrence of the Termination Date, Liens all obligations under the Loan Documents, all Guarantees in respect thereof and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.15 or in connection with any subordination of its interest as required hereunder, the Administrative Agent and/or Collateral Agent (as applicable) shall execute and deliver to any Loan DocumentsParty, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination, release or subordination. Any execution and delivery of documents pursuant to this Section 9.15 shall be without recourse to or warranty by the Administrative Agent and/or Collateral Agent. The Lenders irrevocably authorize the Administrative Agent and/or Collateral Agent (as applicable) to, and the Administrative Agent and/or Collateral Agent (as applicable) shall, release or subordinate any Lien on any property granted to or held by the Administrative Agent and/or Collateral Agent (as applicable) under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(c), (d), (h), (i), (k), (m)(i), (n), (q), (r), (u), (v), (x) or (y) or clause (b), (c), (d), (e), (f)(ii), (g), (l) or (q) of the definition of “Permitted Encumbrances”, in each case, to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agent and/or Collateral Agent (as applicable). Each of the Lenders and the Issuing Banks irrevocably authorizes the Administrative Agent and/or Collateral Agent (as applicable) to provide any release or evidence of release, termination or subordination contemplated by this Section 9.15. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or Collateral Agent’s (as applicable) authority to release or subordinate its interest in particular types or items of property, or to release any Loan Party from its obligations under any Loan Document, in each case in accordance with the terms of the Loan Documents and this Section 9.15. For the avoidance of doubt, the releases referenced in this Section 9.15 on account of any Specified Tax Event, shall, unless the Borrower shall otherwise expressly elect in written notice to the Administrative Agent, be automatic and shall require no further actions (provided that the Administrative Agent and Collateral Agent agree, at the request of the Borrower, to take the actions referred to above in this paragraph).

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any of its Subsidiaries) Subsidiary Loan Party to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan DocumentsSection 6.05, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to in connection with the release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of which such Subsidiary Loan Party would cease to be a transaction described aboveSubsidiary, such Subsidiary Loan Party’s obligations under its Guarantee of the Obligations shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under its Guarantee of the Obligations. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification Obligations and expense reimbursement claims to the extent no claim therefor has been made) are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests Interests, asset or assets subsidiary of Holdings shall no longer be deemed to be made once such Equity Interests Interest or assets are asset is so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its any of the Equity Interests or assets of any Loan Party (including other than the Equity Interests of any of its Subsidiariesthe Borrower) to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited permitted by the Loan Documentsthis Agreement, then the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such assets or Equity interests, and, in the case of a disposition of the Equity Interests or assets that are of any Loan Party in a transaction permitted by this Agreement and as a result of which such Loan Party would cease to be a Subsidiary, terminate such Loan Party’s obligations under the subject of such disposition and to release any guarantees of the ObligationsGuaranty Agreement, Collateral Agreement and any Liens granted to secure other applicable Security Document; provided that the Obligations, in each case by a Person that release of any Subsidiary because it ceases to be a Wholly Owned Subsidiary shall constitute an Investment in an amount equal to the fair market value of the net assets of such relevant Subsidiary and such release shall only be permitted if such Investment of all such assets is permitted under Section 6.04 for such release to be permitted hereunder. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower as a result and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnities and expense reimbursement obligations to the extent no claim therefor has been made) are paid in full and all Letters of a transaction described aboveCredit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests Interests, asset or assets subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or assets are asset or subsidiary is so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any of its Subsidiaries) Subsidiary Loan Party to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Section 7.05, any Liens created by any Loan Documents, Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party in a transaction permitted by Section 7.05 (including through merger, consolidation, amalgamation or otherwise) and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any which such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed Party would cease to be made once a Subsidiary, such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, Subsidiary Loan Party’s obligations under the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party Documents shall be automatically released, when all terminated and the Obligations are paid in full in cash Administrative Agent shall promptly (and Commitments are terminated (other than (Athe Lender hereby authorizes the Administrative Agent to) contingent indemnification obligations, (B) take such action and execute such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made)Loan Documents. At such timeIn addition, the Administrative Agent and the Collateral Agent agree agrees (a) to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the Term Credit Obligations (other than contingent indemnification obligations) are paid in full and (b) to enter into any Secured Debt Intercreditor Agreement (in the circumstances and on those terms contemplated by this Agreement and to take such actions (and execute all documents) as are reasonably requested by Holdings or the Borrower in connection with such Secured Debt Intercreditor Agreement.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any of its Subsidiaries) Loan Party to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Section 6.05, any Liens created by any Loan Documents, the Administrative Agent Document in respect of such Equity Interests or assets shall be automatically released and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower Borrowers and at the Borrower’s Borrowers’ expense to in connection with the release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Loan Party in a transaction permitted by Section 6.05 (including through merger, and any Liens granted consolidation, amalgamation or otherwise) to secure the Obligations, in each case by a Person that ceases is not (and is not required to be become) a Subsidiary of the Borrower Loan Party and as a result of a transaction described above. Any representation, warranty or covenant contained in any which such Loan Document relating to any such Equity Interests or assets shall no longer be deemed Party would cease to be made once a Subsidiary, such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) Loan Party’s obligations hereunder and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from under its obligations thereunder and the security interests in the Collateral granted by any Loan Party Guarantee shall be automatically released, when all the Obligations are paid in full in cash terminated and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrowers to terminate such Loan Party’s obligations hereunder and under its Guarantee. In addition, the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower Borrowers and at the Borrower’s Borrowers’ expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments on the Termination Date.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any of its Subsidiaries) Loan Party to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Section 6.05, any Liens created by any Loan Documents, Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Parent or the Borrower and at the Borrower’s expense to in connection with the release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any which such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed Party would cease to be made once a Subsidiary, such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Subsidiary Loan Party shall automatically be released from its Party’s obligations thereunder and the security interests in under the Collateral granted by any Loan Party Agreement shall be automatically released, when all terminated and the Obligations are paid in full in cash Administrative Agent shall promptly (and Commitments are terminated (other than (Athe Lenders hereby authorize the Administrative Agent to) contingent indemnification obligations, (B) take such action and execute any such documents as may be reasonably requested by Parent or the Borrower to terminate such Subsidiary Loan Party’s obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made)Collateral Agreement. At such timeIn addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Parent or the Borrower and at the Borrower’s expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the Obligations (other than Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and all Commitments are terminated Letters of Credit expired, terminated or cash collateralized on terms satisfactory to the Issuing Bank.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any Loan Party (other than Equity Interests of its Subsidiariesa Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, at the request of the Borrower Representative, any Liens created by any Loan Document in respect of such Equity Interests or assets be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower Representative and at the Borrower’s Borrowers’ expense to in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party (other than a Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any which such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed Party would cease to be made once a Restricted Subsidiary, such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, Subsidiary Loan Party’s obligations under this Agreement and the guarantees made therein, the Security Interest Collateral Agreement (as defined thereinapplicable) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all terminated and the Obligations are paid in full in cash Administrative Agent shall promptly (and Commitments are terminated the Lenders hereby authorize the Administrative Agent to) and at the Borrowers’ expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower Representative to terminate such Subsidiary Loan Party’s obligations under this Agreement and the Collateral Agreement (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been madeapplicable). At such timeIn addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower Representative and at the Borrower’s Borrowers’ expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations in each case that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and all Commitments are terminated and all Letters of Credit expired, terminated, cash collateralized or backstopped on terms satisfactory to the Issuing Bank.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any Loan Party (other than Equity Interests of its Subsidiariesa Borrower Party) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Section 6.05, any Liens created by any Loan Documents, Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to in connection with the release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party (other than a Borrower Party) in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any which such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed Party would cease to be made once a Restricted Subsidiary, such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, Subsidiary Loan Party’s obligations under this Agreement and the guarantees made therein, the Security Interest Collateral Agreement (as defined thereinapplicable) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all terminated and the Obligations are paid in full in cash Administrative Agent shall promptly (and Commitments are terminated the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under this Agreement and the Collateral Agreement (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been madeapplicable). At such timeIn addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the Obligations (other than Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and all Commitments are terminated Letters of Credit expired, terminated or cash collateralized on terms satisfactory to the Issuing Bank.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any of its Subsidiaries) Loan Party to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Section 6.05, any Liens created by any Loan Documents, Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to in connection with the release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the Obligations, Equity Interests of any Subsidiary Loan Party in a transaction permitted by Section 6.05 and any Liens granted to secure the Obligations, in each case by as a Person that ceases result of which such Subsidiary Loan Party would cease to be a Subsidiary of the Borrower as a result of a transaction described above. Any representationLoan Party, warranty or covenant contained in any such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from Party’s obligations under its obligations thereunder and the security interests in the Collateral granted by any Loan Party Guarantee shall be automatically released, when all terminated and the Obligations are paid in full in cash Administrative Agent and/or the Collateral Agent shall promptly (and Commitments are terminated (other than (Athe Lenders hereby authorize the Administrative Agent and/or the Collateral Agent to) contingent indemnification obligations, (B) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made)its Guarantee. At such timeIn addition, the Administrative Agent and and/or the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan Documents.Documents when all the Obligations (other than in respect of contingent indemnification, expense reimbursement obligations for which no claim has been made and Cash Management Obligations) are paid in full and all Letters of Credit are cash collateralized or terminated and Commitments are terminated. 174 QDI – A&R Credit Agreement (2014)

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a A Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be released, automatically upon the consummation of any single transaction or related series of transactions, or the occurrence of any event or circumstance, in each case, permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a merger with a Person that is not a Loan Party or a designation as an Unrestricted Subsidiary) or otherwise becomes an Excluded Subsidiary (for the avoidance of doubt, including on account of the occurrence of a Specified Tax Event). Upon the occurrence of a Specified Tax Event, any Group Member that is a Foreign Subsidiary and that has become a Borrower pursuant to Section 1.15 shall automatically be released as a “Borrower” under the Loan Documents, subject in each case to the repayment of the outstanding Borrowings by such Borrower, which, so long as there shall be sufficient availability (and unless otherwise specified in writing by the Borrower), shall be accomplished by a deemed refinancing of such Borrowings by Borrowings deemed made hereunder by the Aggregator Borrower. The Person constituting Holdings immediately prior to a Holdings Reorganization whereby the existing “Holdings” is not intended to remain as such shall be automatically released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Person shall be released, automatically upon the consummation of such Holdings Reorganization. The security interests in any applicable Collateral created by the Collateral granted Security Documents or any applicable Guarantee shall be automatically released (i) upon any sale or other transfer as part of or in connection with a Disposition by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than to Holdings, the Borrower or any other Loan Party) of any Collateral in a transaction permitted under this Agreement (A) contingent indemnification obligationsprovided that in connection with a transfer to Holdings or any Group Member permitted hereunder, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to following the Issuing Banks shall have been made). At such timeBorrower’s request, the Administrative Agent and the Collateral Agent agree to take such actions Agent, as are reasonably requested by the Borrower applicable, shall deliver (at the Borrower’s expense expense) evidence of the termination of the security interest against such property with respect to evidence and effectuate such termination and the interests of the transferor), (ii) if any property granted to or held by the Administrative Agent and/or Collateral Agent under any Loan Documents does not constitute (or ceases to constitute) Collateral, including by becoming an Excluded Asset (including Equity Interests of a Person that is sold or transferred to a person other than a Loan Party in a transaction permitted hereunder) or as a result of a Specified Tax Event (as further set forth below) or (iii) upon the effectiveness of any written consent to the release of the guaranteesLien or security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02. Upon the occurrence of the Termination Date, Liens all obligations under the Loan Documents, all Guarantees in respect thereof and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.15 or in connection with any subordination of its interest as required hereunder, the Administrative Agent and/or Collateral Agent (as applicable) shall execute and deliver to any Loan DocumentsParty, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination, release or subordination. Any execution and delivery of documents pursuant to this Section 9.15 shall be without recourse to or warranty by the Administrative Agent and/or Collateral Agent. The Lenders irrevocably authorize the Administrative Agent and/or Collateral Agent (as applicable) to, and the Administrative Agent and/or Collateral Agent (as applicable) shall, release or subordinate any Lien on any property granted to or held by the Administrative Agent and/or Collateral Agent (as applicable) under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(c), (d), (h), (i), (k), (m)(i), (n), (q), (r), (u), (v), (x) or (y) or clause (b), (c), (d), (e), (f)(ii), (g), (l) or (q) of the definition of “Permitted Encumbrances”, in each case, to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agent and/or Collateral Agent (as applicable). Each of the Lenders and the Issuing Banks irrevocably authorizes the Administrative Agent and/or Collateral Agent (as applicable) to provide any release or evidence of release, termination or subordination contemplated by this Section 9.15. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or Collateral Agent’s (as applicable) authority to release or subordinate its interest in particular types or items of property, or to release any Loan Party from its obligations under any Loan Document, in each case in accordance with the terms of the Loan Documents and this Section 9.15. For the avoidance of doubt, the releases referenced in this Section 9.15 on account of any Specified Tax Event, shall, unless the Borrower shall otherwise expressly elect in written notice to the Administrative Agent, be automatic and shall require no further actions (provided that the Administrative Agent and Collateral Agent agree, at the request of the Borrower, to take the actions referred to above in this paragraph).

Release of Liens and Guarantees. In the event that any A Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the ObligationsParty, and subject to the Release Conditions, any Liens granted to secure Borrower other than the ObligationsLead Borrower, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party or, subject to the Release Conditions, such Borrower other than the Lead Borrower shall be released, automatically upon the consummation of any single transaction or related series of transactions, or the occurrence of any event or circumstance, in each case, permitted by this Agreement as a result of which such Subsidiary Loan Party or, subject to the Release Conditions, Borrower other than the Lead Borrower ceases to be a Restricted Subsidiary (including pursuant to a merger with a Person that is not a Loan Party or a designation as an Unrestricted Subsidiary) or otherwise becomes an Excluded Subsidiary (for the avoidance of doubt, including on account of the occurrence of a Specified Tax Event if such Person becomes an Excluded Subsidiary with respect to all Secured Obligations hereunder; it being understood that, notwithstanding anything in any Loan Document to the contrary, if a Person becomes an Excluded Subsidiary with respect to some but not all Secured Obligations hereunder as a result of a Specified Tax Event, any Guarantee under any Loan Document by such Person shall automatically cease solely with respect to such Secured Obligations for which such Person becomes an Excluded Subsidiary without the need for further action and the terms “Guarantor”, “Guarantee” and “Secured Obligations” (and any component definitions of the foregoing) shall be construed accordingly). The Person constituting Holdings immediately prior to a Holdings Reorganization whereby the existing “Holdings” is not intended to remain as such shall be automatically released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Person shall be released, automatically upon the consummation of such Holdings Reorganization. The security interests in any applicable Collateral created by the Collateral granted Security Documents or any applicable Guarantee shall be automatically released (i) upon any sale or other transfer as part of or in connection with a Disposition by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than to Holdings, the Lead Borrower or any other Loan Party) of any Collateral in a transaction permitted under this Agreement (A) contingent indemnification obligationsprovided that in connection with a transfer to Holdings or any Group Member permitted hereunder, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to following the Issuing Banks shall have been made). At such timeLead Borrower’s request, the Administrative Agent and Collateral Agent, as applicable, shall deliver (at the Lead Borrower’s expense) evidence of the termination of the security interest against such property with respect to the interests of the transferor), (ii) if any property granted to or held by the Administrative Agent and/or the Collateral Agent agree under any Loan Documents does not constitute (or ceases to take such actions constitute) Collateral, including by becoming an Excluded Asset (including Equity Interests of a Person that is sold or transferred to a person other than a Loan Party in a transaction permitted hereunder) or as are reasonably requested by a result of a Specified Tax Event (as further set forth below) or (iii) upon the Borrower at effectiveness of any written consent to the Borrower’s expense to evidence and effectuate such termination and release of the guaranteesLien or security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02; provided that if there is an Overadvance as a result of a Specified Tax Event, Liens no security interest in, or Guarantee relating to, any Mexican Collateral shall be released unless and until all payments required pursuant to Section 2.11(b) are actually received. Upon the occurrence of the Termination Date, all obligations under the Loan Documents, all Guarantees in respect thereof and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.15 or in connection with any subordination of its interest as required hereunder, the Administrative Agent and/or Collateral Agent (as applicable) shall execute and deliver to any Loan DocumentsParty, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination, release or subordination. Any execution and delivery of documents pursuant to this Section 9.15 shall be without recourse to or warranty by the Administrative Agent and/or Collateral Agent. The Lenders irrevocably authorize the Administrative Agent and/or Collateral Agent (as applicable) to, and the Administrative Agent and/or Collateral Agent (as applicable) shall, release or subordinate any Lien on any property granted to or held by the Administrative Agent and/or Collateral Agent (as applicable) under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(c), (d), (h), (i), (k), (m)(i), (n), (q), (r), (u), (v), (x) or (y) or clause (b), (c), (d), (e), (f)(ii), (g), (l) or (q) of the definition of “Permitted Encumbrances”, in each case, to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agent and/or Collateral Agent (as applicable). Each of the Lenders and the Issuing Banks irrevocably authorizes the Administrative Agent and/or Collateral Agent (as applicable) to provide any release or evidence of release, termination or subordination contemplated by this Section 9.15. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or Collateral Agent’s (as applicable) authority to release or subordinate its interest in particular types or items of property, or to release any Loan Party from its obligations under any Loan Document, in each case in accordance with the terms of the Loan Documents and this Section 9.15. For the avoidance of doubt, the releases referenced in this Section 9.15 on account of any Specified Tax Event, shall, unless the Lead Borrower shall otherwise expressly elect in written notice to the Administrative Agent, be automatic and shall require no further actions (provided that the Administrative Agent and Collateral Agent agree, at the request of the Lead Borrower, to take the actions referred to above in this paragraph).

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any of its Subsidiaries) Loan Party to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Section 6.05, any Liens created by any Loan Documents, Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to in connection with the release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the Obligations, Equity Interests of any Subsidiary Loan Party in a transaction permitted by Section 6.05 and any Liens granted to secure the Obligations, in each case by as a Person that ceases result of which such Subsidiary Loan Party would cease to be a Subsidiary of the Borrower as a result of a transaction described above. Any representationLoan Party, warranty or covenant contained in any such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from Party’s obligations under its obligations thereunder and the security interests in the Collateral granted by any Loan Party Guarantee shall be automatically released, when all terminated and the Obligations are paid in full in cash Administrative Agent and/or the Collateral Agent shall promptly (and Commitments are terminated (other than (Athe Lenders hereby authorize the Administrative Agent and/or the Collateral Agent to) contingent indemnification obligations, (B) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made)its Guarantee. At such timeIn addition, the Administrative Agent and and/or the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the Obligations (other than in respect of contingent indemnification, expense reimbursement obligations for which no claim has been made and Cash Management Obligations) are paid in full and all Letters of Credit are cash collateralized or terminated and Commitments are terminated.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party or any of its other assets (including other than the Equity Interests of any of its Subsidiariesthe Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan DocumentsSection 6.05, the Administrative Agent and the Collateral Agent shall shall, in each case, promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the Obligations, and Equity Interests of any Liens granted to secure the Obligations, in each case by a Person Subsidiary Loan Party that ceases to be a Subsidiary of is not the Borrower in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Loan Party would cease to be a transaction described aboveSubsidiary, terminate such Subsidiary Loan Party’s obligations under its Guarantee. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests Interests, asset or assets subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or assets are asset is so conveyed, sold, leased, assigned, transferred or disposed of. The Security DocumentsIn addition, each of the guarantees made thereinLenders, on behalf of itself and any of its Affiliates that are Secured Parties, irrevocably authorizes the Security Interest (as defined therein) Administrative Agent, at its option and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from in its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligationsdiscretion, (Bi) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory subordinate any Lien on any assets granted to the Issuing Banks shall have been made). At such time, or held by the Administrative Agent under any Loan Document to the holder of any Lien on such assets that is permitted by Section 6.02(i) and (ii) in the Collateral event that the Borrower shall have advised the Administrative Agent agree to take such actions as are reasonably requested that, notwithstanding the use by the Borrower at of commercially reasonable efforts to obtain the Borrower’s expense consent of such holder (but without the requirement to evidence and effectuate pay any sums to obtain such termination and release consent) to permit the Administrative Agent to retain its liens (on a subordinated basis as contemplated by clause (i) above), the holder of such Lien on such assets permitted by Section 6.02(i) requires, as a condition to the guaranteesextension of such credit, that the Liens and security interests created on such assets granted to or held by the Administrative Agent under any Loan DocumentsDocument be released, to release the Administrative Agent’s Liens on such assets.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiariesa) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a A Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder under the Loan Documents, and the all security interests created by the Security Documents in the Collateral granted owned by any such Subsidiary Loan Party shall be automatically released, when all upon the Obligations are paid consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party). Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such Guarantee shall be automatically released. Upon termination of the aggregate Term Commitments and payment in full in cash and Commitments are terminated of all Secured Obligations (other than (Ax) contingent indemnification obligations, obligations as to which no claim has been made and (By) obligations and liabilities under Secured Cash Management Agreements Obligations and Secured Swap Agreements and Obligations (Ceach as defined in the Collateral Agreement) obligations and liabilities under Revolving Letters of Credit as to which arrangements reasonably satisfactory to the Issuing Banks shall applicable Secured Party have been made). At such time, all obligations under the Administrative Agent Loan Documents and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan DocumentsParty, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any Loan Party (other than Equity Interests of its Subsidiariesthe Borrowers) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan DocumentsDocuments or any Loan Party becomes an Excluded Subsidiary or ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, at the request of Holdings, any Liens created by any Loan Document in respect of such Equity Interests or assets shall, to the extent permitted under any applicable law, be automatically be released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower Borrowers and at the Borrower’s Borrowers’ expense to in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party (other than the Borrowers) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of which such Subsidiary Loan Party would cease to be a transaction described above. Any representationRestricted Subsidiary, warranty or covenant contained in such Subsidiary Loan Party’s obligations under the applicable Security Documents shall, to the extent permitted under any Loan Document relating to applicable law, be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrowers’ expense take such action and execute any such Equity Interests documents as may be reasonably requested by Holdings or assets shall no longer be deemed the Borrowers to be made once terminate such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Subsidiary Loan Party’s obligations under the applicable Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such timeIn addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower Borrowers and at the Borrower’s Borrowers’ expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminated.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiariesa) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a A Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder under the Loan Documents (including its Guarantee of the Secured Obligations) and the all security interests created by the Security Documents in the Collateral granted owned by any such Subsidiary Loan Party shall be automatically released, when all (1) upon the Obligations are paid in full in cash and Commitments are terminated consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party) or becomes an Excluded Subsidiary (other than solely as a result of such Subsidiary Loan Party ceasing to be a Wholly Owned Subsidiary) or (A2) upon the request of the Lead Borrower, in connection with a transaction permitted under this Agreement (but only a transaction (x) in which such Subsidiary Loan Party becomes a bona fide joint venture and the other Person taking an equity interest in such Subsidiary Loan Party takes such equity interest for fair market value (as determined in good faith by the Lead Borrower) and is not an Affiliate of the Borrower (other than as a result of such joint venture), (y) in which such Subsidiary Loan Party does not own or have an exclusive license of any Material Intellectual Property or own any Equity Interests of any Person that owns or is the exclusive licensee of any Material Intellectual Property and (z) the primary purpose (as determined by the Lead Borrower in good faith) of which is not the release of any Guarantee of or Lien on the assets of such Subsidiary Loan Party) as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral, the security interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary created by the Security Documents shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations), (B) all obligations under the Loan Documents and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.14, the Administrative Agent or the Collateral Agent (acting at the direction of the Administrative Agent), as the case may be, shall execute and deliver to any Loan DocumentsParty, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower or applicable Loan Party shall have provided the Administrative Agent or that Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or that Collateral Agent, as the case may be, shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests of any of its Subsidiaries) Subsidiary Loan Party or any assets to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Section 6.05, any Liens created by any Loan Documents, Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party in a transaction permitted by Section 6.05, and any Liens granted to secure the Obligations, in each case by as a Person that ceases result of which such Subsidiary Loan Party would cease to be a Subsidiary of the Borrower as a result of a transaction described above. Any representationLoan Party, warranty or covenant contained in any such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from Party’s obligations under its obligations thereunder and the security interests in the Collateral granted by any Loan Party Guaranty shall be automatically released, when all terminated and the Obligations are paid in full in cash Administrative Agent and/or the Collateral Agent shall promptly (and Commitments are terminated (other than (Athe Lenders hereby authorize the Administrative Agent and/or the Collateral Agent to) contingent indemnification obligations, (B) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made)its Guaranty. At such timeIn addition, the Administrative Agent and and/or the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence release the Guarantees and effectuate such termination and release of to terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the Obligations (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) are paid in full and all Letters of Credit are cash collateralized or terminated and Commitments are terminated.

Release of Liens and Guarantees. In the event that (a) any Domestic Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its any of the Equity Interests or assets of any Subsidiary Loan Party (including other than the Equity Interests of the Company) or any of its Subsidiaries) assets to a Person that is not (and is not required to become) a Domestic Loan Party in a transaction not prohibited by the Loan DocumentsSection 6.05, or (b) any Receivables Assets are subject to a Permitted Receivables Financing, the Administrative Agent and the Collateral Agent shall shall, in each case, promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the any Borrower and at the such Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the Obligations, Equity Interests of any Subsidiary Loan Party that is not a Borrower in a transaction permitted by Section 6.05 and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of which such Subsidiary Loan Party would cease to be a transaction described aboveSubsidiary, terminate such Subsidiary Loan Party’s obligations under its Guarantee. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by any Borrower and at such Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests Interests, asset or assets subsidiary of any Borrower shall no longer be deemed to be made once such Equity Interests or assets are asset is so conveyed, sold, leased, assigned, transferred or disposed of. The Security DocumentsIn addition, each of the guarantees made thereinLenders, on behalf of itself and any of its Affiliates that are Secured Parties, irrevocably authorizes the Security Interest (as defined therein) Administrative Agent, at its option and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from in its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligationsdiscretion, (Bi) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory subordinate any Lien on any assets granted to the Issuing Banks shall have been made). At such time, or held by the Administrative Agent and under any Loan Document to the Collateral holder of any Lien on such property that is permitted by Section 6.02(i) or (ii) in the event that the Company shall have advised the Administrative Agent agree to take such actions as are reasonably requested that, notwithstanding the use by the Borrower at Company of commercially reasonable efforts to obtain the Borrower’s expense consent of such holder (but without the requirement to evidence and effectuate pay any sums to obtain such termination and release consent) to permit the Administrative Agent to retain its liens (on a subordinated basis as contemplated by clause (i) above), the holder of such other Indebtedness requires, as a condition to the guaranteesextension of such credit, that the Liens and security interests created on such assets granted to or held by the Administrative Agent under any Loan DocumentsDocument be released, to release the Administrative Agent’s Liens on such assets.

Release of Liens and Guarantees. (a) . In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any of its Subsidiaries) Subsidiary Loan Party to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan DocumentsSection 6.05, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to in connection with the release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of which such Subsidiary Loan Party would cease to be a transaction described aboveSubsidiary, such Subsidiary Loan Party’s obligations under its Guarantee of the Obligations shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under its Guarantee of the Obligations. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification Obligations and expense reimbursement claims to the extent no claim therefor has been made) are paid in full and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests Interests, asset or assets subsidiary of Holdings shall no longer be deemed to be made once such Equity Interests Interest or assets are asset is so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party is designated as an Excluded Subsidiary or conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any of its Subsidiaries) Loan Party to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Section 6.05, any Liens created by any Loan Documents, Document in respect of such Unrestricted Subsidiary or Equity Interests or assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to in connection with the release of any Liens created by any Loan Document in respect of such Unrestricted Subsidiary or Equity Interests or assets that are assets, and, in the subject case of such either an Excluded Subsidiary or a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and any Liens granted to secure the Obligations, in each case by as a Person that ceases result of which such Subsidiary Loan Party would cease to be a Subsidiary, such Subsidiary of Loan 150 Party’s obligations under the Collateral Agreement shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement; provided that if any Loan Party becomes an Excluded Subsidiary solely due to such Loan Party ceasing to be a Wholly-Owned Subsidiary as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such disposition of Equity Interests in (or assets issuance of Equity Interests by) such Loan Party to a third party, the Borrower shall no longer be deemed to be have made once an Investment in such Equity Interests Unrestricted Subsidiary in an amount equal to the fair market value of the Borrower’s or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest its Restricted Subsidiary’s (as defined thereinapplicable) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be Investment in such released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made)Subsidiary. At such timeIn addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the Obligations (other than Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminated.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any of its Subsidiaries) Subsidiary Loan Party to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Section 6.05, any Liens created by any Loan Documents, the Administrative Agent Document in respect of such Equity Interests or assets shall be automatically released and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to in connection with the release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) to a person that is not (and any Liens granted is not required to secure the Obligations, in each case by become) a Person that ceases to be a Subsidiary of the Borrower Loan Party and as a result of a transaction described above. Any representation, warranty or covenant contained in any which such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed Party would cease to be made once a Subsidiary, such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Subsidiary Loan Party shall automatically be released from Party’s obligations under its obligations thereunder and the security interests in the Collateral granted by any Loan Party Guarantee shall be automatically released, when all the Obligations are paid in full in cash terminated and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower to terminate such Subsidiary Loan Party’s obligations under its Guarantee. In addition, the Collateral Agent agree agrees to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the Obligations (other than contingent indemnification Obligations and expense reimbursement claims to the extent no claim therefor has been made) are paid in full.

Release of Liens and Guarantees. In Subject to the event that any Loan Party conveysOrders, sellsto the extent applicable, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder under the Loan Documents, and the all security interests created by the Security Documents in the Collateral granted owned by any such Subsidiary Loan Party shall be automatically released, when all (1) upon the Obligations are paid consummation of any single transaction or related series of transactions permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary or (2) upon the request of the Borrower, in full connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a wholly-owned Subsidiary. Upon (i) any sale or other transfer as part of or in cash and Commitments are terminated connection with a Disposition by any Loan Party (other than (Ato the Borrower or any other Loan Party) contingent indemnification obligationsof any Collateral in a transaction permitted under this Agreement, (Bii) if any property granted to or held by the Collateral Agent under any Loan Documents does not constitute (or ceases to constitute) and is not required to be Collateral or (iii) upon the effectiveness of any written consent to the release of the Lien or security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee, pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such Guarantee shall be automatically released. Upon the occurrence of the Termination Date, all obligations under the Loan Documents and liabilities under Secured Cash Management Agreements all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section or in connection with any subordination of its interest as required by Article VIII, the Administrative Agent or Collateral Agent, as applicable, acting at the direction of the Required Lenders, shall execute and Secured Swap Agreements deliver to any Loan Party, at such Loan Party’s expense, all documents (in form and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements substance reasonably satisfactory to the Issuing Banks applicable Agent and the Required Lenders) that such Loan Party shall have been made)prepare and reasonably request to evidence such termination or release. At Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent or Collateral Agent. The Lenders irrevocably authorize the Administrative Agent and Collateral Agent, as applicable, to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such time, property that is permitted by Section 6.02(iv) to the extent required by the terms of the obligations secured by such Liens at the Loan Parties’ reasonable request. The parties hereto acknowledge and agree that the Administrative Agent and the Collateral Agent agree may rely conclusively as to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release any of the guaranteesmatters described in this Section 9.14 (including as to its authority hereunder) on, Liens and security interests created shall be fully protected in so relying upon, a certificate or similar instrument provided to it by any Loan Party, certifying that such release, termination or subordination, and the execution of the documents presented to it for execution, are authorized and permitted under the Loan Documents and all conditions precedent thereto have been satisfied, without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent and the Collateral Agent by the Loan Parties upon request. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing such Agent’s authority to release particular types or items of Collateral pursuant to this Section and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiariesa) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a A Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder under the Loan Documents, and the all security interests created by the Security Documents in the Collateral granted owned by any such Subsidiary Loan Party shall be automatically released, when all (1) upon the Obligations are paid consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party), (2) upon the request of the Borrower in full in cash connection with a transaction permitted under Section 6.14(a), as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary or (3) upon the request of the Borrower, if permitted pursuant to Section 6.14(b); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and Commitments are terminated the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (A) other than contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving the expiration or termination of all Letters of Credit (including as to which arrangements satisfactory to a result of obtaining the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release consent of the guaranteesapplicable Issuing Bank as described in Section 9.05 of the Credit Agreement), Liens all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan DocumentsParty, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any Loan Party (other than Equity Interests of its Subsidiariesthe Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Section 6.05, any Liens created by any Loan Documents, Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to in connection with the release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any which such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed Party would cease to be made once a Restricted Subsidiary, such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Subsidiary Loan Party shall automatically be released from its Party’s obligations thereunder and the security interests in under the Collateral granted by any Loan Party Agreement shall be automatically released, when all terminated and the Obligations are paid in full in cash Administrative Agent shall promptly (and Commitments are terminated (other than (Athe Lenders hereby authorize the Administrative Agent to) contingent indemnification obligations, (B) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made)Collateral Agreement. At such timeIn addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the Obligations (other than Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminated.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiariesa) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a A Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder under the First Lien Loan Documents, and the all security interests created by the Security Documents in the Collateral granted owned by any such Subsidiary Loan Party shall be automatically releasedreleased upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger or amalgamation with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary; provided that, when all if so required by this Agreement, the Obligations are paid in full in cash Required Lenders shall have consented to such transaction and Commitments are terminated the terms of such consent shall not have provided otherwise; provided, further, that if such Subsidiary Loan Party qualifies as an Excluded Subsidiary pursuant to clause (a) of the definition of such term, such Subsidiary Loan Party so qualifies as a result of a bona fide transaction not undertaken for the primary purpose of obtaining the release of such Subsidiary Loan Party from its obligations under the First Lien Loan Documents (and its Guarantee and any Liens granted by it under the First Lien Loan Documents). Upon any sale, disposition or other transfer by any Loan Party (other than (Ato any other Loan Party) contingent indemnification obligationsof any Collateral in a transaction permitted under this Agreement, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters or upon the effectiveness of Credit as to which arrangements satisfactory any written consent to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guaranteessecurity interest created under any Security Document in any Collateral, Liens the security interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of Holdings or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by Holdings or such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such new Unrestricted Subsidiary shall automatically be released. Upon the Termination Date all obligations under the First Lien Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.14, the First Lien Administrative Agent or the First Lien Collateral Agent, as the case may be, shall execute and deliver to any Loan Documents.Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence or to file or register in any office such termination or release so long as the Borrower or applicable Loan Party shall have provided the First Lien Administrative Agent or the First Lien Collateral Agent, as the case may be, such certifications or documents as the First Lien Administrative Agent or the First Lien Collateral Agent, as the case may be, shall reasonably request in order to demonstrate compliance with this Agreement. (b) The First Lien Administrative Agent or the First Lien Collateral Agent, as the case may be, will, at the Borrower’s expense, execute and deliver to the applicable Loan Party or to file or register in any office such documents as such Loan Party may reasonably request to subordinate its Lien on any property granted to or held by the First Lien Administrative Agent or the First Lien Collateral Agent, as the case may be, under any First Lien Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv). (c) Each of the Lenders and the Issuing Banks irrevocably authorizes the First Lien Administrative Agent or the First Lien Collateral Agent, as the case may be, to provide any release or evidence of release, termination or subordination contemplated by this Section 9.14. Upon request by the First Lien Administrative Agent or the First Lien Collateral Agent, as the case may be, at any time, the Required Lenders will confirm in writing the First Lien Administrative Agent’s authority or the First Lien Collateral Agent’s authority, as the case may be, to release or subordinate its interest in particular types or items of property, or to release any Loan Party from its obligations under any First Lien Loan Document, in each case in accordance with the terms of the First Lien Loan Documents and this Section 9.14. (d) If in compliance with the terms and provisions of the First Lien Loan Documents (except as permitted thereunder), an Additional Borrower has merged with a Loan Party (other than Holdings) and is not the surviving entity, ceases to be a Subsidiary of Holdings or becomes an Excluded Subsidiary (other than an Immaterial Subsidiary) in accordance with the terms of this Agreement and a Borrower has delivered written notice to the First Lien Administrative Agent specifying in reasonable detail the reason that such Additional Borrower has become an Excluded Subsidiary, then such Additional Borrower shall be automatically released from its obligations under this Agreement and all other First Lien Loan Documents (including under Section 9.03 hereof and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document) without further action by any person, and First Lien Administrative Agent, First Lien Collateral Agent and the Lenders shall at the sole expense of the Borrower execute and deliver without recourse, representation or warranty all releases or other documents as are -157- [EMEA_ACTIVE 302040156_13]

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its any of the Equity Interests or assets of any Loan Party (including other than the Equity Interests of any of its Subsidiariesthe Borrower) to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documentsthis Agreement, then the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such assets or Equity interests, and, in the case of a disposition of the Equity Interests or assets that are the subject of any Subsidiary Loan Party in a transaction not prohibited by this Agreement and as a result of which such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases Subsidiary Loan Party would cease to be a Subsidiary of Loan Party, terminate such Subsidiary Loan Party’s obligations or Holdings’s obligations, as applicable, under the Guarantee and Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower as a result and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnities and expense reimbursement obligations to the extent no claim therefor has been made) are paid in full and all Letters of a transaction described aboveCredit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests Interests, asset or assets subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or assets are asset or subsidiary is so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters Table of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.Contents

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiariesa) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a A Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder under the Loan Documents, and the all security interests created by the Security Documents in the Collateral granted owned by any such Subsidiary Loan Party shall be automatically released, when all (1) upon the Obligations are paid in full in cash and Commitments are terminated consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary (other than solely as a result of becoming a Non-Wholly Owned Subsidiary) or (A2) contingent indemnification obligationsat the written election of Bidco or any Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary, unlessso long as (Bx) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements such transaction was to a bona fide third party (that is not an Affiliate of Bidco) for fair market value and (Cy) the primary purpose (as reasonably determined by Bidco) of such transaction was not to release such Subsidiary Loan Party from its obligations under the Loan Documents; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and liabilities the terms of such consent shall not have provided otherwise. Upon any sale, disposition or other transfer by any Loan Party (other than to Holdings, any Intermediate Parent, Bidco, any Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under Revolving Letters this Agreement, or upon the effectiveness of Credit as to which arrangements satisfactory any written consent to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guaranteessecurity interest created under any Security Document in any Collateral, Liens the security interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of Holdings or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by Holdings or such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such new Unrestricted Subsidiary shall automatically be released. Upon the Termination Date all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section 9.14, the Administrative Agent or the Collateral Agent, as the case may be, shall execute and deliver to any Loan DocumentsParty, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to file or register in any office, or to evidence such termination or release, so long as Bidco or applicable Loan Party shall have provided the Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests of any of its Subsidiaries) Subsidiary Loan Party or any assets to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Section 6.05, any Liens created by any Loan Documents, Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party in a transaction permitted by Section 6.05, and any Liens granted to secure the Obligations, in each case by as a Person that ceases result of which such Subsidiary Loan Party would cease to be a Subsidiary of the Borrower as a result of a transaction described above. Any representationLoan Party, warranty or covenant contained in any such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from Party’s obligations under its obligations thereunder and the security interests in the Collateral granted by any Loan Party Guarantee shall be automatically released, when all terminated and the Obligations are paid in full in cash Administrative Agent shall promptly (and Commitments are terminated (other than (Athe Lenders hereby authorize the Administrative Agent to) contingent indemnification obligations, (B) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made)its Guarantee. At such timeIn addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan Documents when all the Obligations (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) are paid in full in cash and all Letters of Credit are cash collateralized or terminated and Commitments are terminated. Without limiting the generality of the foregoing, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by any Loan Party to facilitate the Permitted Land Swaps, such documents to include (i) releases and subordinations of Liens created by any Loan Documents in respect of real property, easements, and related instruments to be conveyed, granted, or entered into in connection therewith, and (ii) land division and consolidation instruments (including certified survey maps) in respect thereof. Promptly following the completion of the Permitted Land Swaps, the affected Loan Party(ies) will take such action and execute any such documents as may be reasonably requested by the Administrative Agent to subject any real property so acquired by such Loan Party(ies) to any Liens created by any Loan Documents.

Release of Liens and Guarantees. In the event that any A Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including other than the Equity Interests of any of its SubsidiariesCompany) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder under the Loan Documents, and the all security interests created by the Security Documents in the Collateral granted owned by any such Loan Party shall be automatically released, when all (i) upon the Obligations are paid in full in cash and Commitments are terminated consummation of any transaction permitted by this Agreement as a result of which such Loan Party ceases to be a Subsidiary (or becomes an Excluded Subsidiary (other than (Asolely as a result of such Subsidiary ceasing to be a Significant Subsidiary) contingent indemnification obligations, (Bor an Unrestricted Subsidiary) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (Cii) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory upon written notice from the Company to the Issuing Banks shall have been made). At Administrative Agent, upon or after such timeLoan Party becoming an Excluded Subsidiary solely as a result of such Subsidiary ceasing to be a Significant Subsidiary; provided that (a) as of any date upon which a Loan Party (other than the Company) becomes an Excluded Subsidiary and its guarantee of the Obligations is released, the Administrative Agent Company shall be deemed to have made an Investment in a Person that is not a Loan Party in an amount equal to the fair market value of the assets (net of third-party liabilities and intercompany assets) of such Subsidiary as of such date (as determined reasonably and in good faith by a Financial Officer of the Collateral Agent agree to take Company) and such actions release shall occur only if such Investment is permitted under Section 6.04 and (b) a Subsidiary Guarantor that becomes an Excluded Subsidiary as are reasonably requested a result of clause (a) of the definition thereof shall only be released from its obligations under the Guarantee Agreement if either (i) such release is otherwise approved, authorized or ratified in writing by the Borrower at Required Lenders or (ii) such Subsidiary became a non-wholly owned Subsidiary pursuant to a transaction where such Subsidiary becomes a bona fide Joint Venture where the Borrower’s expense to evidence and effectuate other Person taking an equity interest in such termination and release Subsidiary is not an Affiliate of the guarantees, Liens and security interests created by the Loan DocumentsCompany (other than as a result of such joint venture).

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) (other than the Equity Interests of the Company) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described abovedisposition. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been madeAgreements). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests of any Subsidiary Loan Party or any assets (other than the Equity Interests of its Subsidiariesthe Borrower) to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Section 6.05, any Liens created by any Loan Documents, Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party in a transaction permitted by Section 6.05, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any which such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed Party would cease to be made once a Loan Party, such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from Party’s obligations under its obligations thereunder and the security interests in the Collateral granted by any Loan Party Guarantee shall be automatically released, when all terminated and the Obligations are paid in full in cash Administrative Agent shall promptly (and Commitments are terminated (other than (Athe Lenders hereby authorize the Administrative Agent to) contingent indemnification obligations, (B) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made)its Guarantee. At such timeIn addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan Documents when all the Obligations (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) are paid in full in cash and all Letters of Credit are cash collateralized or terminated and Commitments are terminated. Without limiting the generality of the foregoing, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by any Loan Party to facilitate the Permitted Land Swaps, such documents to include (i) releases and subordinations of Liens created by any Loan Documents in respect of real property, easements, and related instruments to be conveyed, granted, or entered into in connection therewith, and (ii) land division and consolidation instruments (including certified survey maps) in respect thereof. Promptly following the completion of the Permitted Land Swaps, the affected Loan Party(ies) will take such action and execute any such documents as may be reasonably requested by the Administrative Agent to subject any real property so acquired by such Loan Party(ies) to any Liens created by any Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any of its Subsidiaries) Subsidiary Loan Party to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Section 7.05, any Liens created by any Loan Documents, Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower Representative and at the BorrowerBorrower Representative’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party in a transaction permitted by Section 7.05 (including through merger, consolidation, amalgamation or otherwise) and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any which such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed Party would cease to be made once a Subsidiary, such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, Subsidiary Loan Party’s obligations under the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party Documents shall be automatically released, when all terminated and the Obligations are paid in full in cash Administrative Agent shall promptly (and Commitments are terminated (other than (Athe Lender hereby authorizes the Administrative Agent to) contingent indemnification obligations, (B) take such action and execute such documents as may be reasonably requested by Holdings or the Borrower Representative to terminate such Subsidiary Loan Party’s obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made)Loan Documents. At such timeIn addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower Representative and at the BorrowerBorrower Representative’s expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan Documents.Documents when all the DIP Term Credit Obligations (other than contingent indemnification obligations) are paid in full. WEIL:\95600350\24\51014.0080

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of any assets or all or any portion of its assets (including any of the Equity Interests or assets of any of its Subsidiaries) Subsidiary Guarantor to a Person that is not (and is not required to become) a Loan Party in each case in a transaction not prohibited by Section 6.05 or in connection with an Unrestricted Subsidiary Designation or in connection with a pledge of the Loan DocumentsEquity Interests of joint ventures permitted by Section 6.02, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the Obligations, Equity Interests of any Subsidiary Guarantor in a transaction permitted by Section 6.05 or in connection with an Unrestricted Subsidiary Designation and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of which such Subsidiary Guarantor would cease to be a transaction described aboveRestricted Subsidiary, terminate such Subsidiary Guarantor’s obligations under its Guarantee. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests Interests, asset or assets subsidiary of Holdings shall no longer be deemed to be made once such Equity Interests or assets are asset is so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, At the guarantees made therein, request of the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such timeBorrower, the Administrative Agent shall promptly (and the Collateral Lenders hereby authorize the Administrative Agent agree to) (i) subordinate any Lien granted to take the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such actions as are reasonably requested property that is permitted by Sections 6.02(c)(i), (i), and (aa) and (ii) enter into intercreditor arrangements contemplated by (or amendments to the Borrower at Security Documents to effect the Borrower’s expense to evidence arrangement contemplated by) Sections 6.01(g), (j) and effectuate such termination (o), Sections 6.02(b), (c), and release (v) and the definition of the guarantees, Liens and security interests created by the Loan Documents“Permitted Refinancing Indebtedness.”

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including 108 the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan DocumentsDocuments (including pursuant to a consent or amendment thereof), the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made), such date the “Security Termination Date”. At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiariesa) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a A Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder under the Loan Documents, and the all security interests created by the Security Documents in the Collateral granted owned by any such Subsidiary Loan Party shall be automatically released, when all (1) upon the Obligations are paid consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary, (2) upon the request of the Borrower in full in cash connection with a transaction permitted under Section 6.13(a), as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary or (3) upon the request of the Borrower, if permitted pursuant to Section 6.13(b); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and Commitments are terminated the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (A) other than contingent indemnification obligations, (B) obligations and liabilities under Secured Swap Obligations and Secured Cash Management Agreements Obligations) and Secured Swap Agreements and (C) obligations and liabilities under Revolving the expiration or termination of all Letters of Credit (including as to which arrangements satisfactory to a result of obtaining the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release consent of the guaranteesapplicable Issuing Bank as described in Section 9.05 of the Credit Agreement), Liens all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan DocumentsParty, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of the Borrower or any of its Subsidiaries) Subsidiary Loan Party to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05 or the First Lien Administrative Agent shall release any Liens or any guarantee under the First Lien Loan DocumentsDocuments by a Subsidiary Loan Party, then the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) (a) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s 's expense to release release, share or subordinate any Liens created by any Second Lien Loan Document in respect of such assets or Equity Interests or assets that are the subject of terminate such disposition and to release any guarantees Subsidiary Loan Party's obligations under its guarantee of the Second Lien Credit Agreement Obligations, and, (b) in the case of a disposition of the Equity Interests of any Subsidiary Loan Party in a transaction not prohibited by Section 6.05 and any Liens granted to secure the Obligations, in each case by as a Person that ceases result of which such Subsidiary Loan Party would cease to be a Subsidiary Loan Party, terminate such Subsidiary Loan Party's obligations under its guarantee of the Second Lien Credit Agreement Obligations. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by the Borrower as a result of a transaction described aboveand at the Borrower's expense to terminate the Liens and security interests created by the Second Lien Loan Documents when all the Second Lien Credit Agreement Obligations are paid in full and Commitments are terminated. Any representation, warranty or covenant contained in any Second Lien Loan Document relating to any such Equity Interests Interests, asset or assets subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or assets are asset is so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiariesa) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a A Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder under the Loan Documents, and the all security interests created by the Security Documents in Collateral owned by (and, in the Collateral granted by any case of clause (1), (2) and (3), in each case, to the extent constituting Excluded Assets, upon the request of the Parent Borrower, the Equity Interests of) such Subsidiary Loan Party shall be automatically released, when all (1) upon the Obligations are paid consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary), (2) upon the request of the Parent Borrower, upon any Subsidiary Loan Party becoming an Excluded Subsidiary in full connection with a transaction permitted under this Agreement, or (3) upon the request of the Parent Borrower, in cash and Commitments are terminated connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a wholly-owned Subsidiary or otherwise becomes an Excluded Subsidiary. Upon (i) any sale or other transfer by any Loan Party (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such timeParent Borrower, the Administrative Agent and Co-Borrower or any other Loan Party) of any Collateral in a transaction permitted under this Agreement or (ii) the Collateral Agent agree effectiveness of any written consent to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guaranteessecurity interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, Liens the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the occurrence of the Termination Date, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan DocumentsParty, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. The Administrative Agent and Collateral Agent will, and the Lenders irrevocably authorize the Administrative Agent and Collateral Agent to, release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv), (viii)(A), (xxiv), (xx), (xi) or (xxii) to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agent and Collateral Agent.

Release of Liens and Guarantees. In the event that the Borrower or any Loan Party conveys, sells, leases, assigns, transfers or otherwise Guarantor disposes of all any assets or property owned by the Borrower or such Guarantor to any portion of its assets (including the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) person other than a Loan Party in a transaction not prohibited permitted by this Agreement, any Liens granted with respect to such assets or property pursuant to any Loan Document shall automatically and immediately terminate and be released. In addition, a Guarantor shall automatically be released from its obligations under Article XII and otherwise under the Loan Documents, the Administrative Agent and all security interests created by the Collateral Documents in Collateral owned by such Guarantor shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Guarantor ceases to be a Subsidiary or becomes an Excluded Subsidiary (other than pursuant to clause (v) thereof), in each case, in a transaction permitted by this Agreement. In connection with any termination or release pursuant to this Section, and in connection with any Collateral becoming Excluded Assets (as defined in the Pledge and Security Agreement), after receipt of documentation and certificates reasonably requested by the Agent, the Agent shall promptly execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to file or register in any office, or to evidence, such termination or release, or, in the case of Collateral becoming Excluded Assets (as defined in the Pledge and Security Agreement), to effect, to file or register in any office, or to evidence the Lenders hereby authorize release of any security interest created by the Administrative Security Documents in such assets. In addition, the Agent and the Collateral Agent to) agrees to take such action and execute any such documents actions as may be are reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are terminate the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted pursuant to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash Documents after receipt of documentation and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are certificates reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens Agent and security interests created by the Loan DocumentsDocuments when all the Obligations (other than contingent obligations for which no claim has been asserted and letters of credit that have been cash collateralized or to which other arrangements have been made, in each case, in a manner reasonably satisfactory to the Issuing Lender and the Agent and other than obligations under Secured Hedging Agreements and Secured Cash Management Agreements which are not yet due and payable) have been paid in full and all Commitments and Letters of Credit terminated. Each of the Secured Parties irrevocably authorizes the Agent, at its option and in its discretion, to effect the releases set forth in this Section. The Lenders authorize the Agent to release or subordinate any Lien on any property granted to or held by the Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.2(q) to the extent required by the terms of the obligations secured by such Xxxxx and in each case pursuant to documents reasonably acceptable to the Agent.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the any Equity Interests of any of its SubsidiariesInterests) to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan DocumentsSection 6.05, or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor), and, in the case of a disposition of the Equity Interests or assets that are the subject of such disposition any Subsidiary Guarantor in a transaction permitted by Section 6.05 and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any which such Equity Interests or assets shall no longer be deemed Subsidiary Guarantor would cease to be made once such Equity Interests a Wholly Owned Domestic Subsidiary, or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the case of a designation of a Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to Section 5.13, evidence the termination of such Subsidiary Guarantor’s obligations under the Guarantee and Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made)Agreement. At such timeIn addition, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to evidence and effectuate such the termination and release of the guarantees, Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.. 138

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any Loan Party (other than Equity Interests of its Subsidiariesthe Lead Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Section 6.05, any Liens created by any Loan Documents, Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower BorrowerBorrowers and at the Borrower’s Borrower’sBorrowers’ expense to in connection with the release of any 188 Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party (other than the Lead Borrower) in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any which such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed Party would cease to be made once a Restricted Subsidiary, such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Subsidiary Loan Party shall automatically be released from its Party’s obligations thereunder and the security interests in under the Collateral granted by any Loan Party Agreement shall be automatically released, when all terminated and the Obligations are paid in full in cash Administrative Agent shall promptly (and Commitments are terminated (other than (Athe Lenders hereby authorize the Administrative Agent to) contingent indemnification obligations, (B) take such action and execute any such documents as may be reasonably requested by Holdings or the BorrowerBorrowers to terminate such Subsidiary Loan Party’s obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made)Collateral Agreement. At such timeIn addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower BorrowerBorrowers and at the Borrower’s Borrower’sBorrowers’ expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the Obligations (other than Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminated.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each A Loan Party shall automatically be released from its obligations thereunder under the Loan Documents, and the all security interests created by the Security Documents in the Collateral granted owned by any such Subsidiary Loan Party shall be automatically released, when all (1) upon the Obligations are paid consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or (2) upon the request of the Borrower, in full in cash and Commitments are terminated connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan party ceases to be a wholly-owned Subsidiary. Upon (i) any sale or other transfer by any Loan Party (other than to Holdings, a Borrower Party or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement or (Aii) the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Loan Document Obligations (other than contingent indemnification obligationsobligations not yet due, (B) obligations and liabilities under Secured Cash Management Agreements Obligations and Secured Swap Agreements Obligations), all obligations under the Loan Documents and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan DocumentsParty, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. The Lenders irrevocably authorize the Administrative Agent to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv) or (xxi) to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agent.

Release of Liens and Guarantees. A Subsidiary shall automatically be released from its obligations under the Loan Documents, and all Liens created by the Loan Documents in Collateral owned by such Subsidiary (if applicable) shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary). In the event that the Borrower or any Loan Party conveys, sells, leases, assigns, transfers or otherwise Subsidiary disposes of all or any portion of its assets (including any of the Equity Interests of Interests, assets or property owned by the Borrower or such Subsidiary to any of its Subsidiaries) to a Person that is not (and is not required to become) person other than a Loan Party in a transaction not prohibited permitted by the this Agreement, any Liens granted with respect to such Equity Interests, assets or property pursuant to any Loan Documents, the Document shall automatically and immediately terminate and be released. The Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize and instruct the Administrative Agent and the Collateral Agent to) after receipt of documentation and certificates reasonably requested by the Administrative Agent and/or the Collateral Agent take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to evidence any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed oftermination and release described in this Section. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such timeIn addition, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to evidence terminate the Liens after receipt of documentation and effectuate such termination and release of certificates reasonably requested by the guarantees, Liens Administrative Agent and/or the Collateral Agent and security interests created by the Loan DocumentsDocuments when all the Obligations (other than contingent obligations for which no claim has been asserted and letters of credit that have been 100% cash collateralized) have been paid in full and all Commitments terminated. The Lenders authorize the Collateral Agent to release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(d) or (e) to the extent required by the terms of the obligations secured by such Liens and in each case pursuant to documents reasonably acceptable to the Collateral Agent.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiariesa) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a A Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder under the Loan Documents, and the all security interests created by the Security Documents in the Collateral granted owned by any such Subsidiary Loan Party shall be automatically released, when all upon the Obligations are paid in full in cash consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and Commitments are terminated the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than (Ato Holdings, the Borrower or any Subsidiary Loan Party) contingent indemnification obligationsof any Collateral in a transaction permitted under this Agreement, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters or upon the effectiveness of Credit as to which arrangements satisfactory any written consent to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guaranteessecurity interest created under any Security Document in any Collateral or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Holdings Guarantee and Pledge Agreement, Liens the Guarantee Agreement or the Collateral Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the Termination Date, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. Any such release of Secured Obligations shall be deemed subject to the provision that such Secured Obligations shall be reinstated if after such release any portion of any payment in respect of the Secured 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 other Loan Party, 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 other Loan Party or any substantial part of its property, or otherwise, all as though such payment had not been made. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement and the other Loan Documents. Notwithstanding anything in this Section to the contrary, no release under this Section shall occur solely because a Subsidiary Loan Party has become an Immaterial Subsidiary or a non-Wholly-Owned Subsidiary unless (x) the Borrower so elects and (y) such release does not result in the release of all or substantially all of the Collateral.

Release of Liens and Guarantees. A Subsidiary shall automatically be released from its obligations under the Loan Documents, and all Liens created by the Loan Documents in Collateral owned by such Subsidiary (if applicable) shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary). In the event that the Borrower or any Loan Party conveys, sells, leases, assigns, transfers or otherwise Subsidiary disposes of all or any portion of its assets (including any of the Equity Interests of Interests, assets or property owned by the Borrower or such Subsidiary to any of its Subsidiaries) to a Person that is not (and is not required to become) person other than a Loan Party in a transaction not prohibited permitted by the this Agreement, any Liens granted with respect to such Equity Interests, assets or property pursuant to any Loan Documents, the Document shall automatically and immediately terminate and be released. The Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize and instruct the Administrative Agent and the Collateral Agent to) after receipt of documentation and certificates reasonably requested by the Administrative Agent and/or the Collateral Agent take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to evidence any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed oftermination and release described in this Section. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such timeIn addition, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to evidence terminate the Liens after receipt of documentation and effectuate such termination and release of certificates reasonably requested by the guarantees, Liens Administrative Agent and/or the Collateral Agent and security interests created by the Loan DocumentsDocuments when all the Obligations (other than contingent obligations for which no claim has been asserted and letters of credit that have been 100% cash collateralized) have been paid in full and all Commitments and Letters of Credit terminated. The Lenders authorize the Collateral Agent to release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(d) or (e) to the extent required by the terms of the obligations secured by such Xxxxx and in each case pursuant to documents reasonably acceptable to the Collateral Agent.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any of its Subsidiaries) Subsidiary Loan Party to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Section 7.05, any Liens created by any Loan Documents, Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Holdcos or any Borrower and at the Borrower’s Borrowers’ expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party in a transaction permitted by Section 7.05 (including through merger, consolidation, amalgamation or otherwise) and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any which such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed Party would cease to be made once a Subsidiary, such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, Subsidiary Loan Party’s obligations under the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party Documents shall be automatically released, when all terminated and the Obligations are paid in full in cash Administrative Agent shall promptly (and Commitments are terminated (other than (Athe Lender hereby authorizes the Administrative Agent to) contingent indemnification obligations, (B) take such action and execute such documents at the Borrowers’ expense as may be reasonably requested by the Holdcos or any Borrower to terminate such Subsidiary Loan Party’s obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made)Loan Documents. At such timeIn addition, the Administrative Agent and the Collateral Agent agree agrees (a) to take such actions as are reasonably requested by the any Borrower and at the Borrower’s Borrowers’ expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the ABL Credit Obligations (other than contingent indemnification obligations) are paid in full, all Commitments to lend hereunder are terminated and all Letters of Credit have been either cancelled or cash collateralized as required hereunder and (b) to enter into any Secured Debt Intercreditor Agreement (in the circumstances and on those terms contemplated by this Agreement) and to take such actions (and execute all documents) as are reasonably requested by the Holdcos or any Borrower in connection with such Secured Debt Intercreditor Agreement.

Release of Liens and Guarantees. In the event that Holdings, the Parent Borrower or any Loan Party Subsidiary conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party the Capital Stock, assets or property of the Parent Borrower or any of the Subsidiaries in a transaction not prohibited by the Loan DocumentsSection 6.05, the U.S. Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the U.S. Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Parent Borrower and at the Parent Borrower’s 's expense to release any Liens created by any Loan Document in respect of such Equity Interests Capital Stock, assets or property, including the release and satisfaction of record of any mortgage or deed of trust granted in connection herewith, and, in the case of a disposition of all or substantially all the Capital Stock or assets that are of any Subsidiary Guarantor, terminate such Subsidiary Guarantor's obligations under the subject of such disposition and applicable Guarantee Agreement. Notwithstanding the foregoing, neither the U.S. Administrative Agent nor the Collateral Agent will have any obligation to release release, in connection with any guarantees conveyance, sale, lease, assignment, transfer or other disposition, any Lien created under the Pledge Agreement with respect to the Capital Stock of the ObligationsParent Borrower held by Holdings if such conveyance, and any Liens granted to secure the Obligationssale, lease, assignment, transfer or other disposition, would result in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described aboveChange in Control. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security DocumentsIn addition, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the U.S. Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Parent Borrower and at the Parent Borrower’s 's expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan Documents.Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Capital Stock, assets, property or Subsidiary shall no longer be deemed to be made once such Capital Stock, assets or property is conveyed, sold, leased, assigned, transferred or disposed of. 213

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of the Borrower or any of its Subsidiaries) Subsidiary Loan Party to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Sections 2.04 or 2.08 of Annex A or any Subsidiary Loan Party is designated as an Unrestricted Subsidiary in accordance with the Loan Documentsprovisions of this Agreement, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release release, share or subordinate any Liens created by any Loan Document in respect of such assets or Equity Interests, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party in a transaction not prohibited by said sections or assets that are the subject any such designation of a Subsidiary Loan Party as an Unrestricted Subsidiary and as a result of which such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases Subsidiary Loan Party would cease to be a Subsidiary of Loan Party, terminate such Subsidiary Loan Party’s obligations under its guarantee. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by the Borrower as a result and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Credit Agreement Obligations are paid in full and all Letters of a transaction described aboveCredit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests Interests, asset or assets subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or assets are asset is so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.

Release of Liens and Guarantees. (a) In the event that Holdings, the Borrower or any Loan Party of their Subsidiaries conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests Interests, assets or property of Holdings, the Borrower or any of its Subsidiaries) their Subsidiaries to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan DocumentsSections 6.04, 6.05, 6.06 or 6.07, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s 's expense to release any Liens created by any Second-Lien Loan Document in respect of such Equity Interests, assets or property (provided that in no event shall the Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result be released under this Section 9.17), including the release and satisfaction of record of any mortgage or deed of trust granted in connection herewith, and, in the case of a transaction described above. Any representation, warranty disposition of all or covenant contained in any Loan Document relating to any such substantially all the Equity Interests or assets shall no longer be deemed to be made once of any Subsidiary Guarantor, terminate such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed ofSubsidiary Guarantor's obligations under the Subsidiary Guarantee Agreement. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such timeIn addition, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower and at the Borrower’s 's expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Second-Lien Loan DocumentsDocuments when all the Obligations are paid in full and all Second-Lien Commitments are terminated. Any representation, warranty or covenant contained in any Second-Lien Loan Document relating to any such Equity Interests, assets, property or Subsidiary of Holdings (other than the Borrower) shall no longer be deemed to be made once such Equity Interests, assets or property is so conveyed, sold, leased, assigned, transferred or disposed of.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Liens on such assets and the guarantee obligations of any Subsidiary conveyed, sold, leased, assigned, transferred or otherwise disposed, in each case, shall automatically be released without any further action by the Loan Party, any Agent, any Joint Lead Arranger or any Lender, and each of the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Except with respect to any indemnity or other provision set forth in any Security Document which is expressly stated to survive termination thereof, the Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall automatically terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.. The foregoing shall not alter in any way the obligation of the Borrower or any other Loan Party to apply, or subject to the Lien under a Security Document, the Net Proceeds received from any such conveyance, sale, lease, assignment, transfer or disposal, as set forth in this Agreement

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests or assets of any of its Subsidiaries) Subsidiary Loan Party to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan DocumentsSection 6.05, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to in connection with the release of any Liens created by any Loan Document in respect of such Equity Interests or assets that assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Subsidiary, such Subsidiary Loan Party’s obligations under its Guarantee of the Obligations shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under its Guarantee of the Obligations. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the subject Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification Obligations and expense reimbursement claims to the extent no claim therefor has been made) are paid in full and all Letters of such disposition Credit and to release any guarantees Commitments are terminated. Without limiting the foregoing, upon the consummation of a Borrower Qualified IPO, Holdings shall be released from its Guarantee of the Obligations, shall cease to be a Loan party, and any Liens granted to secure the Obligations, in each case created by a Person that ceases to any Loan Documents on any assets or Equity Interests owned by Holdings shall be a Subsidiary of the Borrower as a result of a transaction described abovereleased. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests Interests, asset or assets subsidiary of Holdings shall no longer be deemed to be made once such Equity Interests Interest or assets are asset is so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.

Release of Liens and Guarantees. In (a) Notwithstanding anything to the contrary in any Loan Document, in the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes Disposes of all or any portion of its any of the Capital Stock or assets (including the Equity Interests of any of its Subsidiaries) Loan Party to a Person that is not (and is not required hereunder to become) a Loan Party in a transaction not prohibited permitted under this Agreement, the Liens created by the Loan DocumentsDocuments in respect of such Capital Stock or assets shall automatically terminate and be released, without the requirement for any further action by any Person and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize and instruct the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to further document and evidence such termination and release any of Liens created by any Loan Document in respect of such Equity Interests Capital Stock or assets that are the subject of such disposition and to release any guarantees of the Obligationsassets, and any Liens granted to secure the Obligationsand, in each the case by of a Person transaction permitted under this Agreement the result of which is that ceases a Loan Party would cease to be a Subsidiary or would become an Immaterial Subsidiary, the Guarantees created by the Loan Documents in respect of such Loan Party (and all security interests granted by such Guarantor under the Loan Documents) shall automatically terminate and be released, without the requirement for any further action by any Person and the Administrative Agent shall promptly (and the Lenders hereby authorize and instruct the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to further document and evidence such termination and release of such security interests and such Loan Party’s Guarantee in respect of the Borrower as a result of a transaction described aboveSecured Obligations (including its Guarantee under the Guarantee Agreement). Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests Capital Stock, asset or assets Subsidiary of any Loan Party shall no longer be deemed to be made with respect thereto once such Equity Interests Capital Stock or assets are asset or Subsidiary is so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including any of the Equity Interests of any of its Subsidiaries) Subsidiary Loan Party or any assets to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Section 6.05, any Liens created by any Loan Documents, Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are assets, and, in the subject case of such a disposition and to release any guarantees of the ObligationsEquity Interests of any Subsidiary Loan Party in a transaction permitted by Section 6.05, and any Liens granted to secure the Obligations, in each case by as a Person that ceases result of which such Subsidiary Loan Party would cease to be a Subsidiary of the Borrower as a result of a transaction described above. Any representationLoan Party, warranty or covenant contained in any such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from Party’s obligations under its obligations thereunder and the security interests in the Collateral granted by any Loan Party Guarantee shall be automatically released, when all terminated and the Obligations are paid in full in cash Administrative Agent and/or the Collateral Agent shall promptly (and Commitments are terminated (other than (Athe Lenders hereby authorize the Administrative Agent and/or the Collateral Agent to) contingent indemnification obligations, (B) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made)its Guarantee. At such timeIn addition, the Administrative Agent and and/or the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan Documents when all the Obligations (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) are paid in full in cash and all Letters of Credit are cash collateralized or terminated and Commitments are terminated. Without limiting the generality of the foregoing, the Administrative Agent, the Collateral Agent and/or the Co-Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by any Loan Party to facilitate the Permitted Land Swaps, such documents to include (i) releases and subordinations of Liens created by any Loan Documents in respect of real property, easements, and related instruments to be conveyed, granted, or entered into in connection therewith, and (ii) land division and consolidation instruments (including certified survey maps) in respect thereof. Promptly following the completion of the Permitted Land Swaps, the affected Loan Party(ies) will take such action and execute any such documents as may be reasonably requested by the Administrative Agent, the Collateral Agent and/or the Co-Collateral Agent to subject any real property so acquired by such Loan Party(ies) to any Liens created by any Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its assets (including the Equity Interests of any of its SubsidiariesSubsidiary Loan Party (other than the Borrower)) to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan DocumentsSection 6.06 or 6.07, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s 's expense to release any Liens created by any Loan Document in respect of such assets or Equity Interests, and, in the case of a disposition of the Equity Interests or assets of any Subsidiary Loan Party that are the subject of is not a Borrower in such disposition a transaction and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any which such Subsidiary Loan Document relating to any such Equity Interests or assets shall no longer be deemed Party would cease to be made once a Subsidiary, terminate such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed ofSubsidiary Loan Party's obligations under its Guarantee. The Security Documents, Administrative Agent and the guarantees made therein, Collateral Agent agree to take such actions as are reasonably requested by the Security Interest (as defined therein) Borrower and all other at the Borrower's expense to terminate the Liens and security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and created by the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory Bidco Pledge to the Issuing Banks shall have been made). At extent terminating by its terms at such time, on the Restructuring Date. In addition, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s 's expense to evidence and effectuate such termination and release of terminate the guarantees, Liens and security interests created by the Loan DocumentsDocuments when all the Obligations are paid in full. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each A Loan Party shall automatically be released from its obligations thereunder under the Loan Documents, and the all security interests created by the Security Documents in the Collateral granted owned by any such Subsidiary Loan Party shall be automatically released, when all (1) upon the Obligations are paid consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or (2) upon the request of the Borrower, in full in cash and Commitments are terminated connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan party ceases to be a wholly-owned Subsidiary. Upon (i) any sale or other transfer by any Loan Party (other than to AT Finance Holdings, a Borrower Party or any other Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement or (Aii) the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Loan Document Obligations (other than contingent indemnification obligationsobligations not yet due, (B) obligations and liabilities under Secured Cash Management Agreements Obligations and Secured Swap Agreements Obligations), all obligations under the Loan Documents and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan DocumentsParty, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. The Lenders irrevocably authorize the Administrative Agent to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv) or (xxii) to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably acceptable to the Administrative Agent.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiariesa) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a A Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder under the Loan Documents, and the all security interests created by the Security Documents in the Collateral granted owned by any such Subsidiary Loan Party shall be automatically released, when all upon the Obligations are paid consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party); provided that no such release shall occur if such Loan Party continues to be a guarantor in respect of the any Credit Agreement Refinancing Indebtedness. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such Guarantee shall be automatically released. Upon termination of the aggregate Commitments and payment in full in cash and Commitments are terminated of all Secured Obligations (other than (Ax) contingent indemnification obligations, obligations as to which no claim has been made and (By) obligations and liabilities under Secured Cash Management Agreements Obligations and Secured Swap Agreements and Obligations (Ceach as defined in the Collateral Agreement) obligations and liabilities under Revolving Letters of Credit as to which arrangements reasonably satisfactory to the Issuing Banks shall applicable Secured Party (as defined in the Collateral Agreement) have been made). At such time, the Administrative Agent ) and the Collateral Agent agree to take such actions expiration or termination of all Letters of Credit (including as are reasonably requested by a result of obtaining the Borrower at the Borrower’s expense to evidence and effectuate such termination and release consent of the guaranteesapplicable Issuing Bank as described in Section 9.05 of the Credit Agreement, Liens or as a result of such Letters of Credit being backstopped or cash collateralized), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan DocumentsParty, at 150 such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes Disposes of all or any portion of its any of the Capital Stock or assets (including the Equity Interests of any of its Subsidiaries) Loan Party to a Person that is not (and is not required hereunder to become) a Loan Party in a transaction not prohibited permitted under this Agreement, the Liens created by the Loan DocumentsDocuments in respect of such Capital Stock or assets shall automatically terminate and be released without the requirement for any further action by any Person, and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Parent or the ABL Administrative Borrower and at the Borrower’s Borrowers’ expense to further document and evidence such termination and release any of Liens created by any Loan Document in respect of such Equity Interests Capital Stock or assets that are the subject of such disposition and to release any guarantees of the Obligationsassets, and any Liens granted to secure the Obligationsand, in each the case by of a Person transaction permitted under this Agreement the result of which is that ceases a Loan Party would cease to be a Restricted Subsidiary or would become an Excluded Subsidiary, the Guarantee Obligations created by the Loan Documents in respect of such Loan Party (and all security interests granted by such Guarantor under the Loan Documents) shall automatically terminate and be released without the requirement for any further action by any Person, and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Parent or the ABL Administrative Borrower and at the Borrowers’ expense to further document and evidence such termination and release of such security interests and such Loan Party’s Guarantee Obligations in respect of the Borrower as a result of a transaction described aboveObligations (including, without limitation, its Guarantee Obligations under the Guarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement). Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests Capital Stock, asset or assets subsidiary of any Loan Party shall no longer be deemed to be made with respect thereto once such Equity Interests Capital Stock or assets are asset or Subsidiary is so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.