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 any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the 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 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 and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity 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 as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan 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) 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 the Collateral Agreement. 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 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 is designated as an Unrestricted Subsidiary or conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of 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 Documents, at the request of the BorrowerSection 6.05, any Liens created by any Loan Document in respect of such Unrestricted Subsidiary or Equity Interests or assets shall be automatically released 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 and at the Borrower’s expense in connection with such the release of any Liens created by any Loan Document in respect of such Unrestricted Subsidiary or Equity Interests or assets, and, in the case of either an Unrestricted Subsidiary or a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents 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 Restricted Subsidiary, such Subsidiary Loan 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) 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 the Collateral Agreement. 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 Obligations in respect of (i) Specified Hedge Agreements and Agreements, 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 all Commitments are terminatedterminated and Letters of Credit expired, terminated or cash collateralized on terms satisfactory to the Issuing Banks.

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 any of the Equity Interests or assets of any Loan Party (other than the Equity Interests of the 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 Documents, at the request satisfaction 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 Liens created 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 Loan Document in 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 Equity Interests 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 assets shall be automatically released and obligations of a Borrower hereunder, (ii) 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 U.S. Borrower and at the Borrower’s Borrowers’ expense in connection with such to release of any Liens created by any Loan Document in respect of such assets or Equity Interests or assetsInterests, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted not prohibited by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) this Agreement and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement shall be automatically terminated and the Administrative Agent shall promptly Party (and 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 upon a Qualified IPO, with respect to Holdings), terminate such Subsidiary Loan Party’s obligations or Holdings’s obligations, as applicable, under the Collateral 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 Borrower’s Borrowers’ expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements contingent indemnities and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and expense reimbursement obligations that are not yet due and payable and for which to the extent no claim therefor has been assertedmade) are paid in full and the 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 U.S. 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.

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 or assets of any Loan Party (other than Equity Interests of the Borrowerits 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, 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 Administrative Agent and the Administrative 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 in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assetsassets that are the subject of such disposition and to release any guarantees of the Obligations, andand any Liens granted to secure the Obligations, in the each case of by a disposition Person that ceases to be a Subsidiary of the Equity 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 Borrower as a result of which a transaction described above. 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 would cease to shall automatically be a Restricted Subsidiary, such Subsidiary Loan Party’s released from its obligations under thereunder and the security interests in the Collateral Agreement 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 Administrative Agent Issuing Banks shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take have been made). At 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 the Collateral Agreement. In additiontime, the Administrative Agent agrees and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan 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 the Commitments are terminatedDocuments.

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 any of the Equity Interests Interests, assets or assets of any Loan Party (other than Equity Interests of property owned by the Borrower) to a Person that is not (and is not required to become) a Loan Party Borrower or such Subsidiary in a transaction not prohibited by the Loan Documents, at the request of the Borrowerthis Agreement, any Liens created by granted with respect to such Equity Interests, assets or property pursuant to any Loan Document in respect of such Equity Interests or assets shall automatically and immediately terminate and be automatically released released. The Administrative Agent and the Administrative 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 Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity 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 as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan 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) and at the Borrower’s expense take such action and execute evidence any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreementtermination and release described in this Section. In addition, the Administrative Agent agrees and the Collateral Agent agree 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 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 have been paid in full and all Commitments terminated. The Lenders authorize the Commitments are terminatedCollateral 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 any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) 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 Loan Documents, at the request of the BorrowerSection 6.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative 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 Holdings or the Borrower Borrowing Agent and at the Borrower’s Borrowers’ expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through mergerSection 6.05, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted SubsidiaryLoan Party, such Subsidiary Loan Party’s obligations under the Guarantee and Collateral Agreement shall be automatically terminated and the Administrative Agent and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and/or the Collateral 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 Borrowing Agent to terminate such Subsidiary Loan Party’s obligations under the Guarantee and Collateral Agreement. In addition, the Administrative Agent and/or the Collateral Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower Borrowing Agent and at the Borrower’s Borrowers’ expense to terminate the Liens and security interests created by the Loan Documents when all Commitments have been terminated and the Obligations principal of and interest on each Loan, all Fees and all other expenses or amounts (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 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 Commitments are terminatedapplicable 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 equity holder conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) Subsidiary Guarantor to a Person person that is not (and is not thereby required to become) enter into a Loan Party Subsidiary Guarantor Pledge Agreement in a transaction not prohibited by Section 6.05 the Loan DocumentsCollateral Agent, at the request of the Borrowerwithout any recourse to or representation by it, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative 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 in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any the Subsidiary Loan Party (other than the Borrower) Guarantor in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) Section 6.05 and as a result of which such the Subsidiary Loan Party Guarantor would cease to be a Restricted Subsidiary, such terminate the Subsidiary Loan PartyGuarantor’s obligations under the Collateral Agreement shall be automatically terminated and its Guarantee (and, in each case, the Administrative Agent shall promptly (and the Lenders hereby authorize Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry). Any such release shall not in any manner discharge, affect, or impair the Administrative Agent toObligations or any Liens (other than those being released) and at upon (or obligations (other than those being released) of the Borrower’s expense take such action and execute Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any such documents as may be reasonably requested by Holdings or the Borrower sale, all of which shall continue to terminate such Subsidiary Loan Party’s obligations under constitute part of the Collateral Agreementexcept to the extent otherwise released in accordance with the provisions of the Loan Documents. In addition, the Administrative Collateral Agent agrees agrees, without any recourse to or representation by it, 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 Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification obligations and expense reimbursement obligations that are not yet due and payable and for which claims to the extent no claim therefore has been assertedmade) are paid in full and the all Commitments are terminated. 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 the Subsidiary Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or the Subsidiary Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. 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.

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 its assets (including any Equity Interests or assets of any Loan Party (other than Equity Interests of the BorrowerInterests) 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 any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, 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 Administrative Agent and the Administrative 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 in connection with such to evidence the release of any Liens created by any Loan Document in respect of such Equity Interests or assetsassets (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 of any Subsidiary Loan Party (other than the Borrower) Guarantor in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) Section 6.05 and as a result of which such Subsidiary Loan Party Guarantor would cease to be a Restricted Wholly Owned Domestic Subsidiary, or 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 Loan PartyGuarantor’s obligations under the Guarantee and Collateral Agreement shall be automatically terminated Agreement. In 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 the termination of 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, 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) 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 the Collateral Agreement. 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 expense) to terminate evidence the release of any Liens and security interests created by the any Loan Documents when all the Obligations (other than Obligations Document in respect of (i) Specified Hedge Agreements 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 Cash Management Obligations applicable Loan Party stating 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 such transaction is in full compliance with the Credit Agreement and the Commitments are terminatedother 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 the Equity Interests or assets of any Subsidiary Loan Party (other than Equity Interests of 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 6.05, 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 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 Borrowers and at the Borrower’s Borrowers’ expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity 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) Section 6.05 and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan 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) 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 the Collateral Agreementits Guarantee. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower Borrowers and at the Borrower’s Borrowers’ expense to terminate the Liens and security interests created by the Loan 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 Obligations and expense reimbursement obligations that are not yet due and payable and for which claims to the extent no claim therefore has been assertedmade) are paid in full and the 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, 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. 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 any of the Equity Interests Interests, assets or assets of any Loan Party (other than Equity Interests of property owned by the Borrower) to a Person that is not (and is not required to become) a Loan Party Borrower or such Subsidiary in a transaction not prohibited by the Loan Documents, at the request of the Borrowerthis Agreement, any Liens created by granted with respect to such Equity Interests, assets or property pursuant to any Loan Document in respect of such Equity Interests or assets shall automatically and immediately terminate and be automatically released released. The Administrative Agent and the Administrative 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 Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity 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 as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan 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) and at the Borrower’s expense take such action and execute evidence any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreementtermination and release described in this Section 9.15. In addition, the Administrative Agent agrees and the Collateral Agent agree 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 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 have been paid in full and all Commitments terminated. The Lenders authorize the Commitments are terminatedCollateral 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 any of the Equity Interests or assets of any Loan Party (other than the Equity Interests of the Borrower) to a Person person that is not (and is not required to become) a Loan Party in a transaction not prohibited permitted by this Agreement, then 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 Administrative Agent and the Administrative 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 (without further action or consent by the Lenders) and at the Borrower’s expense in connection with to release (or evidence the release) or permit the Borrower (or its agent or designee to take) such actions to release of any Liens created by any Loan Document in respect of such assets or Equity Interests or assetsinterests, and, in the case of a disposition Disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by this Agreement or the other Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan Party’s obligations under the Guaranty Agreement, Collateral Agreement and any other applicable Security Document; provided that the 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 automatically terminated and the Administrative Agent shall promptly (and 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 permitted under the Collateral AgreementSection 6.04. 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 (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 (other than Obligations are Paid in respect Full. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary 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 the Borrower shall no claim has been asserted) are paid in full and the Commitments are terminatedlonger be deemed to be made once such Equity Interests or asset or subsidiary 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 the Equity Interests or assets of any Loan Party (other than Equity Interests of the 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 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 and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity 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 as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under each of the Collateral Security Agreement and Guaranty Agreement shall be automatically terminated and the Administrative Agent shall promptly (and 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 each of the Collateral Security Agreement and Guaranty Agreement. 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 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 conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrowera 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 shall be automatically released 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 and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrowera Borrowing Base Party) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under this Agreement and the Collateral Agreement (as applicable) shall be automatically terminated and the Administrative Agent shall promptly (and 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 AgreementAgreement (as applicable). 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 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 all Commitments are terminatedterminated 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 any of its assets (including the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrowerits 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, at the request of the Borrower, parties hereto agree that (a) any Liens created by any Loan Document in respect of 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 Administrative 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 in connection with (i) to evidence such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, assets that are the subject of such disposition and (ii) in the case of a the disposition of the any Equity Interests of any Subsidiary Loan Party (other than Party, to evidence the Borrower) in a transaction permitted release of any such guarantees of the Obligations, and any Liens granted to secure the Obligations, by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s . 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 under thereunder and the security interests in the Collateral Agreement 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 Administrative Agent Issuing Banks shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take have been made). At 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 the Collateral Agreement. In additiontime, the Administrative Agent agrees and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan 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 the Commitments are terminatedDocuments.

Release of Liens and Guarantees. In (a) The Lenders, the event Issuing Banks, the Swingline Lender and the other Secured Parties hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Parties and/or Holdings on any Collateral shall (1) be automatically released: (i) in full upon the occurrence of the Termination Date as set forth in Section 9.18(d) below, (ii) upon the Disposition (other than any lease or license) of such Collateral by 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 Loan Party (other than Equity Interests of the Borrower) to a Person person that is not (and is not required to become) a Loan Party in a transaction permitted by this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent that such Collateral comprises property leased to a Loan Party, upon termination or expiration of such lease (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 9.08), (v) to the extent that the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guarantee in accordance with the Guarantee Agreement or clause (b) below (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (vi) as required by the Collateral Agent to effect any Disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents, (vii) in the case of Permitted Receivables Facility Assets, upon the Disposition thereof by any Loan Party to a Receivables Entity of such Permitted Receivables Facility Assets pursuant to a Qualified Receivables Facility or a Permitted Supplier Receivables Sale Program, or (viii) upon any asset or property becoming Excluded Property pursuant to a transaction that is not prohibited by this Agreement and (2) be released in the circumstances, and subject to the terms and conditions, provided in Section 8.11 (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without any further inquiry). Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any Disposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. (b) In addition, at the request of Lenders, the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets Issuing Banks and the other Secured Parties hereby irrevocably agree that the respective Guarantor shall be automatically released from its respective Guarantee (i) upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Subsidiary, (ii) in the case of any Guarantor which would not be required to be a Guarantor because it has become an Excluded Subsidiary (and the Administrative Agent and Collateral Agent may rely conclusively on a certificate to the foregoing effect without further inquiry (provided, that a Guarantor that ceases to constitute a Subsidiary Loan Party or otherwise becomes an Excluded Subsidiary solely as a result of becoming a non-Wholly Owned Subsidiary shall only be released from its Guarantee if such Restricted Subsidiary became a non-Wholly Owned Subsidiary if such Wholly Owned Subsidiary became a non-Wholly Owned Subsidiary solely as a result of a Disposition or other transfer of less than all of such Subsidiary’s capital stock, unless such Disposition or other transfer of capital stock is a good faith Disposition to a bona fide unaffiliated third party for Fair Market Value for a bona fide business purpose) or (iii) if the release of such Guarantor is approved, authorized or ratified by the Required Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 9.08). (c) The Lenders, the Issuing Banks and the other Secured Parties hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this Section 9.18, all without the further consent or joinder of any Lender or any other Secured Party. Upon the effectiveness of any such release, any representation, warranty or covenant contained in any Loan Document relating to any such Collateral or Guarantor shall no longer be deemed to be made. In connection with any release hereunder, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders Secured Parties 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 in connection with such the release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity 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 as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement shall be automatically terminated and property or asset; provided, that (i) the Administrative Agent shall promptly (and have received a certificate of a Responsible Officer of the Lenders hereby authorize Borrower containing such certifications as the Administrative Agent toshall reasonably request, (ii) and at the Borrower’s expense take such action and Administrative Agent or the Collateral Agent shall not be required to execute any such documents as may be reasonably requested by Holdings document on terms which, in the applicable Agent’s reasonable opinion, would expose such Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (iii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to terminate such Subsidiary constitute part of the Collateral. Any execution and delivery of documents pursuant to this Section 9.18(c) shall be without recourse to or warranty by the Administrative Agent or Collateral Agent. (d) Notwithstanding anything to the contrary contained herein or any other Loan Party’s obligations under Document, on the Collateral Agreement. In additionTermination Date, upon request of the Borrower, the Administrative Agent agrees to and/or the Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Secured Party) take such actions as are reasonably requested by Holdings shall be required to release its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations date of such release there may be any (other than Obligations i) obligations in respect of (i) Specified any Secured Hedge Agreements and Agreements, any Secured Cash Management Obligations that are not then due and payable Agreements or any Secured Supplier Receivables Agreements and (ii) contingent indemnification obligations or expense reimbursement claims not then due; provided, that the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower containing such certifications as the Administrative Agent shall reasonably request. 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, avoided or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. The Borrower agrees to pay all reasonable and reimbursement documented out-of-pocket expenses incurred by the Administrative Agent or the Collateral Agent (and their respective representatives) in connection with taking such actions to release security interests in all Collateral and all obligations that are not yet due under the Loan Documents as contemplated by this Section 9.18(d). (e) Obligations of the Borrower or any of its Subsidiaries under any Secured Cash Management Agreement, Secured Supplier Receivables Agreement or Secured Hedge Agreement (after giving effect to all netting arrangements relating to such Secured Hedge Agreements) shall be secured and payable guaranteed pursuant to the Security Documents only to the extent that, and for which so long as, the other Obligations are so secured and guaranteed. No person shall have any voting rights under any Loan Document solely as a result of the existence of obligations owed to it under any such Secured Cash Management Agreement, Secured Supplier Receivables Agreement or Secured Hedge Agreement. For the avoidance of doubt, no claim has been asserted) are paid release of Collateral or Guarantors effected in full and the Commitments are terminatedmanner permitted by this Agreement shall require the consent of any holder of obligations under any Secured Cash Management Agreements, Secured Supplier Receivables Agreements or Secured Hedge Agreements.

Release of Liens and Guarantees. In (a) The Lenders and the event other Secured Parties hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Parties on any Collateral shall (1) be automatically released: (i) in full upon the occurrence of the Termination Date as set forth in Section 9.18(d) below; (ii) upon the Disposition (other than any lease or license) of such Collateral by 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 Loan Party (other than Equity Interests of the Borrower) to a Person person that is not (and is not required to become) a Loan Party in a transaction permitted by this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent that such Collateral comprises property leased or licensed to a Loan Party, upon termination or expiration of such lease or license (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 9.08), (v) to the extent that the property constituting such Collateral is owned by any Guarantor (other than Parent or a Borrower), upon the release of such Guarantor from its obligations under the Guarantee in accordance with the Guarantee Agreement or clause (b) below (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (vi) as required by the Collateral Agent to effect any Disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents, (vii) upon such Collateral becoming Excluded Property, and (viii) in the case of Permitted Receivables Facility Assets or Securitization Assets, upon the Disposition thereof by any Loan Party to a Receivables Entity or Securitization Entity, as applicable, of such Permitted Receivables Facility Assets or Securitization Assets, pursuant to a Qualified Receivables Facility or in connection with a Qualified Securitization Transaction, in each case to the extent permitted hereunder, and (2) be released in the circumstances, and subject to the terms and conditions, provided in Section 8.10 (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without any further inquiry). Any such release shall not prohibited in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any Disposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. (b) In addition, the Lenders and the other Secured Parties hereby irrevocably agree that any Guarantor (other than Parent) shall be released from its respective Guarantee (i) automatically upon consummation of any transaction permitted hereunder (x) resulting in such Subsidiary ceasing to constitute a Subsidiary or (y) in the case of any Guarantor (other than Parent and the Borrowers) which would not be required to be a Guarantor because it is or has become an Excluded Subsidiary, in each case following a written request by the Borrowers to the Administrative Agent requesting that such person no longer constitute a Guarantor and certifying its entitlement to the requested release (and the Collateral Agent may rely conclusively on a certificate to the foregoing effect without further inquiry); provided, that any such release pursuant to the preceding clause (y) shall only be effective if (A) no Default or Event of Default has occurred and is continuing or would result therefrom, (B) such Subsidiary owns no assets which were previously transferred to it by another Loan Party which constituted Collateral or proceeds of Collateral (or any such transfer of any such assets would be permitted hereunder immediately following such release), (C) at the request time of such release (and after giving effect thereto), all outstanding Indebtedness of, and Investments previously made in, such Subsidiary would then be permitted to be made in accordance with the Borrowerrelevant provisions of Sections 6.01 and 6.04 (for this purpose, with the Borrowers being required to reclassify any such items made in reliance upon the respective Subsidiary being a Guarantor on another basis as would be permitted by such applicable Section), and any previous Dispositions thereto pursuant to Section 6.05 shall be re-characterized and would then be permitted as if same were made to a Subsidiary that was not a Guarantor (and all items described above in this clause (C) shall thereafter be deemed recharacterized as provided above in this clause (C)) and (D) such Subsidiary shall not be (or shall be simultaneously be released as) a guarantor with respect to any Refinancing Notes, Permitted Debt or any Permitted Refinancing Indebtedness with respect to the foregoing or (ii) if the release of such Guarantor is approved, authorized or ratified by the Required Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 9.08). (c) The Lenders and the other Secured Parties hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this Section 9.18, all without the further consent or joinder of any Lender or any other Secured Party. Upon the effectiveness of any such release, any Liens created by representation, warranty or covenant contained in any Loan Document in respect of relating to any such Equity Interests Collateral or assets Guarantor shall no longer be automatically released deemed to be made. In connection with any release hereunder, the Administrative Agent and the Administrative Collateral Agent shall promptly (and the Lenders Secured Parties 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 in connection with such the release of any Liens created by any Loan Document in respect of such Equity Interests Loan Party, property or assetsasset; provided, andthat (i) the Administrative Agent shall have received a certificate of a Responsible Officer of Parent containing such certifications as the Administrative Agent shall reasonably request, (ii) the Administrative Agent or the Collateral Agent shall not be required to execute any such document on terms which, in the case of a disposition of the Equity Interests of applicable Agent’s reasonable opinion, would expose such Agent to liability or create any Subsidiary Loan Party (obligation or entail any consequence other than the Borrowerrelease of such Liens without recourse or warranty, and (iii) such release shall not in a transaction permitted any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery of documents pursuant to this Section 9.18(c) shall be without recourse to or warranty by the Administrative Agent or Collateral Agent. (d) Notwithstanding anything to the contrary contained herein or any other Loan Documents Document, on the Termination Date, upon request of the Borrower Representative, the Administrative Agent and/or the Collateral Agent, as applicable, shall (including through mergerwithout notice to, consolidationor vote or consent of, amalgamation any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all obligations under any Loan Document, including, without limitation, original executed releases of the Mortgages in recordable or otherwiseregisterable form and any reasonable assistance as may be required to make any applicable recording, filing or registration of such releases, whether or not on the date of such release there may be any (i) obligations in respect of any Secured Hedge Agreements or any Secured Cash Management Agreements and (ii) any contingent indemnification obligations or expense reimbursement claims not then due; provided, that the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower Representative containing such certifications as the Administrative Agent shall reasonably request. 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, avoided or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation, administration or reorganization of any Borrower or any Guarantor, or upon or as a result of which the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such Subsidiary Loan Party would cease payment had not been made. The Borrower Representative agrees to be a Restricted Subsidiary, pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or the Collateral Agent (and their respective representatives) in connection with taking such Subsidiary Loan Party’s actions to release security interests in all Collateral and all obligations under the Loan Documents as contemplated by this Section 9.18(d). (e) Obligations of Parent or any of its Subsidiaries under any Secured Cash Management Agreement or Secured Hedge Agreement (after giving effect to all netting arrangements relating to such Secured Hedge Agreements) shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed. No person shall have any voting rights under any Loan Document solely as a result of the existence of obligations owed to it under any such Secured Hedge Agreement or Secured Cash Management Agreement. For the avoidance of doubt, no release of Collateral or Guarantors effected in the manner permitted by this Agreement shall be automatically terminated and require the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute consent of any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s holder of obligations under the Collateral Agreement. 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 Obligations in respect of (i) Specified Secured Hedge Agreements and or any Secured 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 terminatedAgreements.

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 (other than Equity Interests of 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 6.05, 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 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 and at the Borrower’s expense in connection with such the release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents 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 Restricted Subsidiary, such Subsidiary Loan Party’s obligations under its Guarantee of the Collateral Agreement Obligations shall be automatically terminated and the Administrative Agent shall promptly (and 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 its Guarantee of the Collateral AgreementObligations. 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 Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification Obligations and expense reimbursement obligations that are not yet due and payable and for which claims to the extent no claim therefor has been assertedmade) are paid in full and the Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to such Equity Interests, asset or subsidiary of Holdings shall no longer be deemed made once such Equity Interest 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 the Equity Interests of any Subsidiary Loan Party or assets of any Loan Party (other than Equity Interests of the Borrower) 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 this Agreement, the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of Lien on such Equity Interests or assets shall be automatically released 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 and at the Borrower’s expense in connection with such to evidence the release of any Liens created by any Loan Document in respect of such Equity Interests or assetsassets or the Equity Interests and assets of an Unrestricted Subsidiary, and, in the case of the designation of an Unrestricted Subsidiary or a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted not prohibited by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) this Agreement and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan 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) 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 the Collateral Agreementits Guarantee. 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 during a Collateral Suspension Period. 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, transferred or disposed of in accordance with this Agreement. Notwithstanding anything to the contrary contained herein or any other Loan Document, when all the Obligations (other than (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) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped in a manner reasonably satisfactory to the applicable Issuing Bank, upon request of the Borrower, the Administrative Agent 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 release (and the Lenders hereby authorize the Administrative Agent to release) its security 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) Specified Hedging Obligations in respect of any Secured Hedge Agreements and Agreements, (ii) Cash Management Obligations that are not then due and payable in respect of any Secured Cash Management Agreements and (iiiii) contingent indemnification obligations and reimbursement obligations other contingent obligations. Any such release of Obligations shall be deemed subject to the provision that are 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 yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedmade.

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 Loan Party (other than Equity Interests of 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 Documents, at the request of the BorrowerSection 6.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released 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 Parent or the Borrower and at the Borrower’s expense in connection with such the release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents 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 Restricted Subsidiary, such Subsidiary Loan 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) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings Parent or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings Parent 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 Obligations in respect of (i) Specified Hedge Agreements and Agreements, 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. (a) Except as provided in paragraph (b) below, no amendment to the Loan Documents that has the effect of releasing all or substantially all the Collateral or any of the guarantees under the Subsidiary Guarantee Agreements or hereunder shall be effective except pursuant to an agreement or agreements in writing entered into by the Borrowers and all the Lenders. It is expressly understood that an amendment providing that additional obligations will be secured under the Security Documents will not constitute a release of Collateral for purposes of this paragraph. (b) In the event that Holdings or any Loan Party conveys, Subsidiary sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests Interests, assets or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party property owned by Holdings or such Subsidiary in a transaction not prohibited by this Agreement, 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 Administrative Agent and the Administrative 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 Holdings or the Borrower and at the Borrower’s expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests Interests, assets or assetsproperty, 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 Equity Interests or assets 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 as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, to terminate such Subsidiary Loan Party’s Subsidiary's obligations under the Collateral Subsidiary Guarantee Agreement shall be automatically terminated and the Administrative Agent shall promptly (and 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 each other Loan Party’s obligations under the Collateral AgreementDocument. In addition, the parties hereto acknowledge and agree that the Liens and security interests created by the Security Documents will automatically terminate when all the Obligations have been paid in full and the Commitments have been terminated, and the Administrative Agent agrees to and the Collateral Agent will take such actions as are reasonably requested by Holdings or the Borrower to evidence such termination. Holdings agrees to pay all out-of-pocket expenses of the Administrative Agent and at the Borrower’s expense to terminate the Collateral Agent in connection with releases of Liens and security interests created by obligations under the Loan Documents when all the Obligations (other than Obligations Subsidiary Guarantee Agreement provided for 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 terminatedthis Section.

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 (other than Equity Interests of 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 Documents, at the request of the BorrowerSection 7.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released 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 and at the Borrower’s expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents Section 7.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement Loan Documents shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders Lender hereby authorize authorizes 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 the Collateral AgreementLoan Documents. In addition, the Administrative Agent agrees (a) 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 Term Credit 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 assertedobligations) are paid in full and (b) to enter into any Secured Debt Intercreditor Agreement (in the Commitments circumstances and on those terms contemplated by this Agreement and to take such actions (and execute all documents) as are terminatedreasonably 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 any of the Equity Interests or assets of any Subsidiary Loan Party (other than Equity Interests of 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 Documents, at the request of the BorrowerSection 7.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released 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 the Holdcos or the any Borrower and at the Borrower’s Borrowers’ expense in connection with such to release or evidence the release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in . In the case event of (x) a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents Section 7.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, or (y) the designation of any Subsidiary Loan Party as an Unrestricted Subsidiary, in each case, such Subsidiary Loan Party’s obligations under the Collateral Agreement Loan Documents shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders Lender hereby authorize authorizes the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents at the Borrowers’ expense as may be reasonably requested by Holdings the Holdcos or the any Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral AgreementLoan Documents. In addition, the Administrative Agent agrees (a) to take such actions as are reasonably requested by Holdings or the any Borrower and at the Borrower’s Borrowers’ expense to terminate the Liens and security interests created by the Loan Documents when all the ABL Credit 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 assertedobligations) are paid in full 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 Commitments circumstances and on those terms contemplated by this Agreement) and to take such actions (and execute all documents) as are terminatedreasonably 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 any of its assets (including the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrowerits 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), at the request of the Borrower(ii) any Restricted Subsidiary becomes an Unrestricted Subsidiary (other than any Included Entity, any Liens created by 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 Document Party, then, in respect any of such Equity Interests or assets shall be automatically released cases, the Administrative Agent and the Administrative 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 sole cost and expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests Interests, Subsidiary Loan Party or assetsassets that are the subject of such disposition, and, release any Liens created by any Loan Document in the case respect of a disposition of the 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 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 (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which a transaction described above. 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. Any sale or conveyance of any assets to Eddy County in connection with the IRB Transactions shall be subject to all Liens thereon created under the Loan Documents, and such Liens created under the Loan Documents shall continue in effect after such sale or conveyance. (b) When all the Obligations are paid in full in cash (other than contingent indemnification obligations), the Collateral Documents, the Guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party would cease to shall automatically be a Restricted Subsidiary, such Subsidiary Loan Party’s released from its obligations under thereunder and the security interests in the Collateral Agreement granted by any Loan Party shall automatically be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take released. At 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 the Collateral Agreement. In additiontime, the Administrative Agent agrees and the Collateral Agent (at the written direction of the Administrative Agent) agree to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate evidence and effectuate such termination and release of the Guarantees, Liens and security interests created by the Loan Documents when all Documents. (c) Authorizations for each release and termination specified in this Section 9.18 shall be required only to 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 terminatedextent required by Section 8.10.

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 assets (other than the Equity Interests of 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 Documents, at the request of the BorrowerSection 6.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released 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 and at the Borrower’s expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through mergerSection 6.05, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted SubsidiaryLoan Party, such Subsidiary Loan Party’s obligations under the Collateral Agreement its Guarantee shall be automatically terminated and the Administrative Agent shall promptly (and 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 the Collateral Agreementits Guarantee. 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 Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and expense reimbursement obligations that are not yet due and payable and for which no claim has been assertedmade) are paid in full in cash and the 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 any of the Equity Interests or assets of any Loan Party (other than Equity Interests of 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 Documents, at the request of the BorrowerSection 6.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and/or the 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 Holdings or the Borrower and at the Borrower’s expense in connection with such the release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity 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) Section 6.05 and as a result of which such Subsidiary Loan Party would cease to be a Restricted SubsidiarySubsidiary Loan Party, such Subsidiary Loan Party’s obligations under the Collateral Agreement its Guarantee shall be automatically terminated and the Administrative Agent and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and/or the Collateral 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 the Collateral Agreementits Guarantee. In addition, the Administrative Agent and/or the Collateral 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 Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and indemnification, expense reimbursement obligations that are not yet due and payable and for which no claim has been assertedmade and Cash Management Obligations) are paid in full and the 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 any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrowera Borrower 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 BorrowerSection 6.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released 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 and at the Borrower’s expense in connection with such the release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrowera Borrower Party) in a transaction permitted by the Loan Documents 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 Restricted Subsidiary, such Subsidiary Loan Party’s obligations under this Agreement and the Collateral Agreement (as applicable) shall be automatically terminated and the Administrative Agent shall promptly (and 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 AgreementAgreement (as applicable). 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 Obligations in respect of (i) Specified Hedge Agreements and Agreements, 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 all Commitments are terminatedterminated 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 any of the Equity Interests or assets of any Subsidiary Loan Party (other than Equity Interests of 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 6.05, 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 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 and at the Borrower’s expense in connection with such the release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents 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 Restricted Subsidiary, such Subsidiary Loan Party’s obligations under its Guarantee of the Collateral Agreement Obligations shall be automatically terminated and the Administrative Agent shall promptly (and 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 its Guarantee of the Collateral AgreementObligations. 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 Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification Obligations and expense reimbursement obligations that are not yet due and payable and for which claims to the extent no claim therefor has been assertedmade) are paid in full and the all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to such Equity Interests, asset or subsidiary of Holdings shall no longer be deemed made once such Equity Interest 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 the Equity Interests or assets of any Loan Party (other than Equity Interests of the BorrowerBorrowers) 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 the BorrowerHoldings, any Liens created by any Loan Document in respect of such Equity Interests or assets shall shall, to the extent permitted under any applicable law, be automatically be released 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 Borrowers and at the Borrower’s Borrowers’ expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the BorrowerBorrowers) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement shall applicable Security Documents shall, to the extent permitted under any applicable law, be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s Borrowers’ expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower Borrowers to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreementapplicable Security Documents. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower Borrowers and at the Borrower’s Borrowers’ expense to terminate the Liens and security interests created by the Loan 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 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 any of the Equity Interests or assets of any Subsidiary Loan Party (other than Equity Interests of 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 Documents, at the request of the BorrowerSection 6.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released 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 and at the Borrower’s expense in connection with such the release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents 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 Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement its Guarantee shall be automatically terminated and the Administrative Agent shall promptly (and 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 the Collateral Agreementits Guarantee. 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 Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification Obligations and expense reimbursement obligations that are not yet due and payable and for which claims to the extent no claim therefor has been assertedmade) are paid in full and the 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 any of the Equity Interests or assets of any Loan Party (other than Equity Interests of 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 Documents, at the request of the BorrowerSection 6.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and/or the 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 Holdings or the Borrower and at the Borrower’s expense in connection with such the release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity 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) Section 6.05 and as a result of which such Subsidiary Loan Party would cease to be a Restricted SubsidiarySubsidiary Loan Party, such Subsidiary Loan Party’s obligations under the Collateral Agreement its Guarantee shall be automatically terminated and the Administrative Agent and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and/or the Collateral 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 the Collateral Agreementits Guarantee. In addition, the Administrative Agent and/or the Collateral 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 Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and indemnification, expense reimbursement obligations that are not yet due and payable and for which no claim has been assertedmade and Cash Management Obligations) are paid in full and the 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 Loan Party (other than the Equity Interests of the 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, 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 then 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 and at the Borrower’s expense in connection with such to release of any Liens created by any Loan Document in respect of such assets or Equity Interests or assetsinterests, and, in the case of a disposition of the Equity 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) this Agreement and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan Party’s obligations under the Guaranty Agreement, Collateral Agreement and any other applicable Security Document; provided that the 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 automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take permitted if such action and execute any Investment of all such documents as may assets is permitted under Section 6.04 for such release to be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreementpermitted hereunder. 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 Obligations in respect of (i) Specified Hedge Agreements contingent indemnities and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and expense reimbursement obligations that are not yet due and payable and for which to the extent no claim therefor has been assertedmade) are paid in full and the 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 or subsidiary 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 the Equity Interests or assets of any Subsidiary Loan Party (other than Equity Interests of 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 Documents, at the request of the BorrowerSection 7.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released 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 the Holdcos or the Borrower and at the Borrower’s expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents Section 7.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement Loan Documents shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders Lender hereby authorize authorizes the Administrative Agent to) take such action and execute such documents at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings the Holdcos or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral AgreementLoan Documents. In addition, the Administrative Agent agrees (a) 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 ABL Credit 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 assertedobligations) are paid in full 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 Commitments circumstances and on those terms contemplated by this Agreement) and to take such actions (and execute all documents) as are terminatedreasonably 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 any Each of the Equity Interests Lenders (including in their capacities as potential or assets of actual Qualified Counterparties party to a Specified Hedge Agreement and potential or actual Cash Management Banks holding to a Cash Management Obligations), Ancillary Lenders, Issuing Banks and Agents hereby irrevocably: (1) agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Loan Party Collateral shall be immediately and automatically released, in each case, without any further action by any Person: (other than Equity Interests a) upon the occurrence of the BorrowerTermination Date; (b) upon the sale, assignment, disposition, distribution or other transfer of such Collateral as part of or in connection with any transaction permitted hereunder (including, for the avoidance of doubt, pursuant to a Third-Party Vendor Financing Program), in each case to a Person that is not (and is not required to become) a Loan Party Party; (c) subject to Section 10.08, if approved, authorized or ratified in writing by the Required Lenders; (d) to the extent such Collateral is or becomes an Excluded Asset as a transaction result of an occurrence not prohibited hereunder; (e) to the extent such Collateral is owned by a Subsidiary Loan Party, upon release of such Subsidiary Loan Party from its guarantee obligations under the Guaranty pursuant to clause (3) below; and (f) to the extent such Liens were granted to the Administrative Agent or the Collateral Agent as required under Section 5.10(2), upon release of any corresponding Liens granted to holders of any Material Springer Debt (or a Debt Representative acting on behalf of such holders); (2) agree that a Guarantor (other than Holdings) shall be immediately and automatically released, in each case, without any further action by any Person, from any applicable Guaranty and its obligations thereunder if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of an occurrence, transaction or designation permitted hereunder or ceases to Guarantee any Material Springer Debt; (3) authorize the Administrative Agent and the Collateral Agent, and each of the Administrative Agent and the Collateral Agent shall be required to, to the extent requested by any Borrower or to the extent provided for under this Agreement, establish intercreditor arrangements (including Acceptable Intercreditor Agreements) as contemplated by this Agreement; and (4) notwithstanding anything to the contrary in this Agreement or the other Loan Documents, the Administrative Agent and the Lenders hereby agree, at the request of the Borrower, to subordinate any Lien on Collateral (other than ABL Priority Collateral) to Liens created by any permitted pursuant to Section 6.02 granted in favor of holders of Indebtedness incurred pursuant to Section 6.01. In each case as specified in this Section 10.18, the Administrative Agent will (and each Lender (including in their capacities as potential or actual Qualified Counterparties and potential or actual Cash Management Banks), Ancillary Lender, L/C Issuer and Agent irrevocably authorizes the Administrative Agent to), at the Borrowers’ sole cost and expense, promptly execute and deliver to the applicable Loan Document in respect Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such Equity Interests item of Collateral from the assignment and security interest granted under the Security Documents, or assets shall be automatically released to evidence the release of such Guarantor from its guarantee obligations under the Guaranty, in each case, in accordance with the terms of the Loan Documents and this Section 10.18. Each of the Collateral Agent and the Administrative Agent shall promptly (be entitled to rely and shall rely exclusively on such Responsible Officer’s certification and the Lenders hereby authorize Collateral Agent and the Administrative Agent to) take such action will be fully exculpated from any liability and execute shall be fully protected and shall not have any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense in connection with such release of liability whatsoever to any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Secured Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan 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) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings reliance or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreementconsummation of any release or subordination. In additionAdditionally, the Administrative Agent agrees and Collateral Agent shall promptly return any possessory collateral to take such actions as are reasonably requested the Company in connection with the releases of Collateral and Guarantors contemplated 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 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 terminatedthis Section 10.18.

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 or assets of any Subsidiary Loan Party (other than Equity Interests of the a Borrower)) 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, 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 Administrative Agent and the Administrative 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 in connection with such to release of any Liens created by any Loan Document in respect of such assets or Equity Interests or assetsInterests, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) that is not a Borrower in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) Section 6.05 and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan 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) 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 's obligations under its Guarantee. The Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Term Borrower and at the Term Borrower's expense to terminate the Liens and security interests created by the Parent Guarantee and Pledge Agreement and the CAC Loan Collateral Agreement, in each case to the extent terminating by their terms at such time, on the Restructuring Date. In addition, the Administrative Agent agrees 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 terminate the Liens and security interests created by the Loan 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 the 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 the Equity Interests or assets of any Loan Party (other than Equity Interests of 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 Documents, at the request of the BorrowerSection 6.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released 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 Parent or the Borrower and at the Borrower’s expense in connection with such the release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents 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 Restricted Subsidiary, such Subsidiary Loan 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) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings Parent or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings Parent 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 Obligations in respect of (i) Specified Hedge Agreements and Agreements, 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 all Commitments are terminatedterminated Letters of Credit expired, terminated or cash collateralized on terms satisfactory to the Issuing Bank.

Release of Liens and Guarantees. In (a) The Lenders, the event Issuing Banks and the other Secured Parties hereby irrevocably agree that the Liens granted to the Collateral Trustee by the Loan Parties on any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any Collateral shall (1) be automatically released: (i) in full upon the occurrence of the Equity Interests or assets of any Loan Party Termination Date as set forth in Section 9.18(d) below, (ii) (x) upon the Disposition (other than Equity Interests any lease or license) of the Borrower) to a Person that is not (and is not required to become) a such Collateral by any Loan Party in a transaction not prohibited permitted by this Agreement, provided that if the Collateral is Disposed of to another Loan Party or a person that is required to become a Loan Party, such other Loan Party or person grants a Lien on such Collateral in favor of the Collateral Trustee, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Trustee, substantially concurrently (or at such later time as may be agreed by the Administrative Agent) with receipt of such Collateral, (y) in order to effect a merger, amalgamation, consolidation, liquidation, dissolution or change in form conducted in compliance with Section 6.05 to the extent such assets no longer constitute (and are no longer required to constitute) Collateral after giving effect to such merger, amalgamation, consolidation, liquidation, dissolution or change in form (unless the applicable Loan Documents, at the request Party or person grants a Lien on such Collateral in favor of the BorrowerCollateral Trustee in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Trustee, substantially concurrently (or at such later time as may be agreed by the Administrative Agent) with such merger, amalgamation, consolidation, liquidation, dissolution or change in form), or (z) the repurchase, termination or cancellation of Equity Interests (including any Liens created reduction of the share capital) of any Subsidiary in a transaction permitted by this Agreement provided that the Collateral Trustee has a lien (in form and substance reasonably satisfactory to the Administrative Agent) on any remaining Equity Interests after giving effect to such repurchase, termination or cancellation or the applicable Loan Party grants a Lien on such remaining Equity Interests in favor of the Collateral Trustee, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Trustee, substantially concurrently (or at such later time as may be agreed by the Administrative Agent) with such repurchase, termination or cancellation (and, in the case of each of clause (x), (y) and (z), the Administrative Agent and the Collateral Trustee may rely conclusively on a certificate to that effect provided to it by any Loan Document in respect Party upon its reasonable request without further inquiry), (iii) to the extent that such Collateral comprises property leased to a Loan Party, upon termination or expiration of such Equity Interests or assets shall be automatically released lease (and the Administrative Agent and the Collateral Trustee may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 9.08), (v) to the extent that the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guarantee in accordance with the Guarantee Agreement or clause (b) below (and the Administrative Agent and the Collateral Trustee may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (vi) as required by the Collateral Trustee to effect any Disposition of Collateral in connection with any exercise of remedies of the Collateral Trustee pursuant to the Security Documents pursuant to a direction from the Administrative Agent or (vii) in the case of Permitted Receivables Facility Assets, upon the Disposition thereof permitted under this Agreement by any Loan Party to a Receivables Entity of such Permitted Receivables Facility Assets pursuant to a Qualified Receivables Facility and (2) be released in the circumstances, and subject to the terms and conditions, provided in Section 8.11 (and the Administrative Agent and the Collateral Trustee may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without any further inquiry). Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any Disposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. (b) In addition, the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably agree that the respective Guarantor (other than Parent or any other Borrower) shall be released from its respective Guarantee (i) upon consummation of any transaction permitted hereunder (x) resulting in such Subsidiary ceasing to constitute a Subsidiary (including because such Subsidiary is designated an “Unrestricted Subsidiary”) or (y) in the case of any Guarantor which would not be required to be a Guarantor because it is or has become an Excluded Subsidiary, in each case following a written request by the Parent to the Administrative Agent requesting that such person no longer constitute a Guarantor and certifying its entitlement to the requested release (and the Administrative Agent may rely conclusively on a certificate to the foregoing effect without further inquiry); provided that any such release pursuant to preceding clause (y) shall only be effective if (A) no Default or Event of Default has occurred and is continuing or would result therefrom, (B) at the time of such release (and after giving effect thereto), all outstanding Indebtedness of such Subsidiary would then be permitted to be made in accordance with the relevant provisions of Sections 6.01 and 6.04 (for this purpose, with the Parent being required to reclassify any such items made in reliance upon the respective Subsidiary being a Guarantor on another basis as would be permitted by such applicable Section), and any previous Dispositions thereto pursuant to Section 6.05 shall be re-characterized and would then be permitted as if same were made to a Subsidiary that was not a Guarantor (and all items described above in this clause (B) shall thereafter be deemed recharacterized as provided above in this clause (B)) and (C) such Subsidiary shall not be (or shall be simultaneously be released as) a guarantor (if applicable) with respect to any Refinancing Notes, Permitted Debt or any Permitted Refinancing Indebtedness with respect to the foregoing or (ii) if the release of such Guarantor is approved, authorized or ratified by the Required Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 9.08). (c) The Lenders, the Issuing Banks and the other Secured Parties hereby authorize the Administrative Agent and the Collateral Trustee (at the direction of the Administrative Agent), as applicable, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this Section 9.18, all without the further consent or joinder of any Lender or any other Secured Party. Upon the effectiveness of any such release, any representation, warranty or covenant contained in any Loan Document relating to any such Collateral or Guarantor shall no longer be deemed to be made. The Administrative Agent and the Collateral Trustee (at the direction of the Administrative Agent) shall promptly (and the Lenders Secured Parties hereby authorize the Administrative Agent and the Collateral Trustee to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower Parent and at the BorrowerParent’s expense in connection with the release of any Lien on the Collateral or Guarantor under the Loan Documents pursuant to the foregoing provisions of this Section 9.18; provided that (i) the Administrative Agent shall have received a certificate of a Responsible Officer of Parent containing such certifications as the Administrative Agent shall reasonably request, (ii) the Administrative Agent or the Collateral Trustee shall not be required to execute any such document on terms which, in the applicable Agent’s reasonable opinion, would expose such Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (iii) such release shall not in any manner discharge, affect or impair the Obligations. Any execution and delivery of documents pursuant to this Section 9.18(c) shall be without recourse to or warranty by the Administrative Agent or Collateral Trustee. (d) Notwithstanding anything to the contrary contained herein or any other Loan Document, on the Termination Date, upon request of Parent, the Administrative Agent and/or the Collateral Trustee (at the direction of the Administrative Agent), as applicable, shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (i) obligations in respect of any Secured Hedge Agreements or any Secured Cash Management Agreements and (ii) any contingent indemnification obligations or expense reimbursement claims not then due; provided, that the Administrative Agent shall have received a certificate of a Responsible Officer of Parent containing such certifications as the Administrative Agent shall reasonably request. Any such release of obligations shall be deemed subject to the provision that such obligations shall be reinstated if after such release any Liens created by portion of any Loan Document payment in respect of such Equity Interests the obligations guaranteed thereby shall be rescinded, avoided or assetsmust otherwise be restored or returned upon the insolvency, andbankruptcy, in the case dissolution, liquidation or reorganization of a disposition of the Equity Interests of Parent or any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through mergerGuarantor, consolidation, amalgamation or otherwise) and upon or as a result of which the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Parent or any Guarantor or any substantial part of its property, or otherwise, all as though such Subsidiary Loan Party would cease payment had not been made. The Parent agrees to be a Restricted Subsidiary, pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or the Collateral Trustee (and their respective representatives) in connection with taking such Subsidiary Loan Party’s actions to release security interests in all Collateral and all obligations under the Loan Documents as contemplated by this Section 9.18(d). (e) Obligations of Parent or any of its Subsidiaries under any Secured Cash Management Agreement or Secured Hedge Agreement (after giving effect to all netting arrangements relating to such Secured Hedge Agreements) shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed. No person shall have any voting rights under any Loan Document solely as a result of the existence of obligations owed to it under any such Secured Hedge Agreement or Secured Cash Management Agreement. For the avoidance of doubt, no release of Collateral or Guarantors effected in the manner permitted by this Agreement shall be automatically terminated and require the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take such action and execute consent of any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s holder of obligations under the Collateral Agreement. 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 Obligations in respect of (i) Specified Secured Hedge Agreements and or any Secured 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 terminatedAgreements.

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 (other than Equity Interests of 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 6.05, 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 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, Intermediate Holdings or the any Borrower and at the such Borrower’s expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity 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) Section 6.05 and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan 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) 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 the Collateral Agreementits Guarantee. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings, Intermediate Holdings or the any Borrower and at the 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 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 assertedObligations) are paid in full and the 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, 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 the Equity Interests or assets of any Subsidiary Loan Party (other than Equity Interests of 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 Documents, at the request of the BorrowerSection 6.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released 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 and at the Borrower’s expense in connection with such the release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents 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 Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement its Guarantee shall be automatically terminated and the Administrative Agent shall promptly (and 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 the Collateral Agreementits Guarantee. 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 Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification Obligations and expense reimbursement obligations that are not yet due and payable and for which claims to the extent no claim therefor has been assertedmade) are paid in full and the 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 any of the Equity Interests or assets of any Subsidiary Loan Party (other than Equity Interests of the Borrower) 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 Loan Documents, at the request of the BorrowerSection 6.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative 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 Holdings or the Borrower and at the Borrower’s expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through mergerSection 6.05, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted SubsidiarySubsidiary Loan Party, such Subsidiary Loan Party’s obligations under the Collateral Agreement its Guarantee shall be automatically terminated and the Administrative Agent and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and/or the Collateral 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 the Collateral Agreementits Guarantee. In addition, the Administrative Agent and/or the Collateral 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 Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and expense reimbursement obligations that are not yet due and payable and for which no claim has been assertedmade) are paid in full and the all Letters of Credit are cash collateralized or terminated and Commitments are terminated.

Release of Liens and Guarantees. In A Subsidiary Loan Party, and subject to the event that Release Conditions, 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 Loan Party (Borrower other than Equity Interests of the Lead Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by , shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any Loan Document the Security Documents in respect of Collateral owned by such Equity Interests or assets shall be automatically released 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 and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (or, subject to the Release Conditions, such Borrower other than the Borrower) 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 a transaction each case, permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and this Agreement as a result of which such Subsidiary Loan Party would cease 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 Party’s 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 Collateral Agreement shall be automatically terminated Loan Documents, and the Administrative Agent shall promptly (and 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 the Collateral Agreement. 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 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 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 Documents when all the Obligations Party (other than Obligations to Holdings, the Lead Borrower or any other Loan Party) of any Collateral in a transaction permitted under this Agreement (provided that in connection with a transfer to Holdings or any Group Member permitted hereunder, following the Lead 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 (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and the transferor), (ii) contingent indemnification if any property granted to or held by the Administrative Agent and/or the 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 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; provided that if there is an Overadvance as a result of a Specified Tax Event, no security interest in, or Guarantee relating to, any Mexican Collateral shall be released unless and reimbursement obligations that are not yet due and payable and for which no claim has been asserteduntil all payments required pursuant to Section 2.11(b) are paid actually received. Upon the occurrence of the Termination Date, all obligations under the Loan Documents, all Guarantees in full 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 Party, 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 Commitments are terminatedAdministrative 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. 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 any of the Equity Interests Interests, assets or assets of any Loan Party (other than Equity Interests of property owned by the Borrower) 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 Loan Documents, at the request of the BorrowerParty, any Liens created by granted with respect to such Equity Interests, assets or property pursuant to any Loan Document in respect of such Equity Interests or assets shall automatically and immediately terminate and be automatically released released. The Administrative Agent and the Administrative 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 Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity 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 as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan 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) and at the Borrower’s expense take such action and execute evidence any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreementtermination and release described in this Section. In addition, the Administrative Agent agrees and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens after receipt of documentation and certificates reasonably requested by the Administrative Agent and/or the Collateral Agent and security interests created by the Loan 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 assertedasserted and letters of credit that have been 100% cash collateralized) are have been paid in full and all Commitments terminated. The Lenders authorize the Commitments are terminatedCollateral 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 any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the a 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 the BorrowerHoldings, any Liens created by any Loan Document in respect of such Equity Interests or assets shall shall, to the extent permitted under any applicable law, be automatically released 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 and at the Borrower’s Borrowers’ expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity 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 as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under this Agreement and the Collateral Agreement shall applicable Security Documents shall, to the extent permitted under any applicable law, be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s Borrowers’ 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 the Collateral Agreementthis Agreement and applicable Security Documents. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s Borrowers’ expense to terminate the Liens and security interests created by the Loan Documents 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 the 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 any of its assets (including the Equity Interests or assets of any Loan Party (other than Equity Interests of the BorrowerParty) 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 6.03, at the request of the BorrowerSection 6.04 or Section 6.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released 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 Borrowers and at the Canadian Borrower’s expense in connection with such to release of any Liens created by any Loan Document in respect of such assets or Equity Interests or assetsInterests, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation Section 6.03 or otherwise) 6.04 and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such or in the case that a Subsidiary Loan Party’s obligations under the Collateral Agreement shall is designated as an Unrestricted Subsidiary in accordance with this Agreement, or is otherwise not required to be automatically terminated and the Administrative Agent shall promptly (and 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 a Guarantor pursuant to Section 5.10(e), to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreementits Guarantee. In addition, the Administrative Agent agrees and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Borrower Borrowers (including the execution and delivery of such documents as Borrowers may reasonably request to evidence the release or subordination of Liens and Guarantees contemplated hereby and in accordance with the Loan Documents) and at the Canadian Borrower’s expense expense: (a) to terminate the Liens and security interests created by the Loan Documents (1) when all the Secured Obligations (other than Obligations in respect of (iA) Specified Hedge Agreements and Cash Management Obligations that are contingent indemnification obligations not then due yet accrued and payable and (iiB) contingent indemnification subject to the relevant counterparties and reimbursement obligations that are not yet due the applicable Loan Parties entering into arrangements for such remaining Secured Obligations (satisfactory to those counterparties and payable and for which no claim has been assertedthe Canadian Borrower), those Secured Obligations constituting Cash Management Contracts or Swap Agreements) are paid in full and the all Commitments are terminatedterminated and all Letters of Credit are either terminated or cash collateralized in full or such other arrangements reasonably satisfactory to the Administrative Agent and the Letter of Credit Issuer shall have been made, (2) on assets or property that constitutes “Excluded Collateral” (as such term is defined in the Security Agreement), (3) on assets or property that is excluded pursuant to Section 5.10 or the definition of “Collateral and Guarantee Requirements” or (4) otherwise, if approved, authorized or ratified in writing in accordance with Section 9.08; (b) to release (or subordinate if a junior Lien held by the Collateral Agent is permitted under the documents relating to the Lien permitted under Section 6.02) any Lien on any property to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted under Section 6.02 (including any agreement entered into among the Collateral Agent, the Canadian Borrower and Cancom Alta Holdings Inc. (the "Cancom Agreement" that replaces the Cancom Agreement (as defined in the Existing Credit Agreement) in accordance with Section 5.11) and agreements to implement and recognize any Lien permitted under clause (u) of the definition of Permitted Lien); and (c) to release any Guarantor from its obligations under the Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder. The Collateral Agent shall be entitled to release its Lien on any Satellite subject to any Lien permitted under clause (u) of the definition of Permitted Lien, any non-disturbance agreement with ExpressVu related to the Nimiq 1 and Nimiq 2 or the Cancom Agreement if a Governmental Authority requires it or the Lenders to perform any obligations under the relevant non-disturbance, revenue or condosat agreement. 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. The Administrative Agent also agrees to enter into any Secured Debt Intercreditor Agreement in form and substance reasonably satisfactory to the Administrative Agent (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 Borrowers in connection with such Secured Debt Intercreditor 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 any of the Equity Interests Capital Stock or assets of any Loan Party (other than Equity Interests of the Borrower) 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 Documents, at the request of the Borrower, any Liens created by any Loan Document Documents in respect of such Equity Interests Capital Stock or assets shall automatically terminate and be automatically released 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 Holdings Parent or the Borrower and at the Borrower’s expense in connection with to further document and evidence such termination and release of any Liens created by any Loan Document in respect of such Equity Interests Capital Stock or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by under this Agreement the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary is that 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 Subsidiary Loan Party’s obligations Party (and all security interests granted by such Guarantor under the Collateral Agreement Loan Documents) shall automatically terminate and be automatically terminated 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) 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 the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings Parent or the Borrower and at the Borrower’s expense to terminate the Liens further document and evidence such termination and release of such security interests and such Loan Party’s Guarantee Obligations in respect of the Obligations (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 Capital Stock, asset or subsidiary of any Loan Party shall no longer be deemed to be made with respect thereto once such Capital Stock or asset or Subsidiary is so conveyed, sold, leased, assigned, transferred or disposed of. (b) Upon the payment in full of the Obligations and the termination or expiration of the Commitments, all Liens created by the Loan Documents when all 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 Liens created by the Loan Documents, and the Guarantee Obligations created by the Loan Documents in respect of the Guarantors shall automatically terminate and be released, without the requirement for any further action by any Person and the Administrative Agent shall promptly (other than 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 the Guarantors’ Guarantee Obligations in respect of the Obligations (i) Specified Hedge Agreements including, without limitation, the Guarantee Obligations under the Guarantee 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 terminatedCollateral Agreement).

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 any of its assets (including the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrowerits 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, at the request of the Borrowerthen, in any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released cases, the Administrative Agent and the Administrative 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 sole cost and expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assetsInterests, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than or assets that are the Borrower) 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 transaction permitted by Person that ceases to be a Subsidiary of the Borrower or ceases to be a Subsidiary Loan Documents (including through merger, consolidation, amalgamation or otherwise) and Party as a result of which a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Subsidiary Loan Party would cease Equity Interests or assets shall no longer be deemed to be a Restricted Subsidiarymade once such Equity Interests or assets are so conveyed, such Subsidiary Loan Party’s obligations sold, leased, assigned, transferred or disposed of. Any sale or conveyance of any assets to Eddy County in connection with the IRB Transactions shall be subject to all Liens thereon created under the Collateral Agreement shall be automatically terminated Loan Documents, and the Administrative Agent shall promptly (and 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 Liens created under the Collateral Agreement. 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 Obligations shall continue 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 terminatedeffect after such sale or conveyance.”

Release of Liens and Guarantees. In the event that any Loan Party the Equity Holder conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) Subsidiary Guarantor to a Person person that is not (and is not thereby required to become) enter into a Loan Party Subsidiary Guarantor Pledge Agreement in a transaction not prohibited by Section 6.05 the Loan DocumentsCollateral Agent, at the request of the Borrowerwithout any recourse to or representation by it, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative 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 in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) Guarantor in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) Section 6.05 and as a result of which such Subsidiary Loan Party Guarantor would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan PartyGuarantor’s obligations under the Collateral Agreement shall be automatically terminated and its Guarantee (and, in each case, the Administrative Agent shall promptly (and the Lenders hereby authorize Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry). Any such release shall not in any manner discharge, affect, or impair the Administrative Agent toObligations or any Liens (other than those being released) and at upon (or obligations (other than those being released) of the Borrower’s expense take such action and execute Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any such documents as may be reasonably requested by Holdings or the Borrower sale, all of which shall continue to terminate such Subsidiary Loan Party’s obligations under constitute part of the Collateral Agreementexcept to the extent otherwise released in accordance with the provisions of the Loan Documents. In addition, the Administrative Collateral Agent agrees agrees, without any recourse to or representation by it, 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 Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification obligations and expense reimbursement obligations that are not yet due and payable and for which claims to the extent no claim therefore has been assertedmade) are paid in full and the all Letters of Credit and Commitments are terminated. 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 Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Subsidiary Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. 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.

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 Loan Party (other than the Equity Interests of 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 Documentsthis Agreement, 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 then 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 and at the Borrower’s expense in connection with such to release of any Liens created by any Loan Document in respect of such assets or Equity Interests or assetsinterests, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted not prohibited by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) this Agreement and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan 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) 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 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 and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations in respect of (i) Specified Hedge Agreements contingent indemnities and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and expense reimbursement obligations that are not yet due and payable and for which to the extent no claim therefor has been assertedmade) are paid in full and the 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 or subsidiary is so conveyed, sold, leased, assigned, transferred or disposed of. Table of Contents

Release of Liens and Guarantees. (a) In the event that any (i) Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its assets (including the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrowerits 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, at the request Documents or (ii) any assets or property of the Borrower, any Liens created by any Loan Document in respect of Party constitutes or becomes an Excluded Asset, the Liens under the Loan Documents on such Equity Interests or assets shall automatically 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 in connection with to evidence such automatic release of any the Liens created by any the Loan Document Documents in respect of such Equity Interests or assetsassets that are the subject of such disposition. (b) In the event a Loan Party becomes an Unrestricted Subsidiary, andbecomes an Excluded Subsidiary, or otherwise would not be required to become a Guarantor after the Funding Date in accordance with the case of a disposition Collateral and Guarantee Requirements, such Loan Party shall automatically be released from its Guarantee of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through mergerObligations, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement shall be automatically terminated and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral 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 Borrower, all at the Borrower’s sole expense, to terminate evidence such Subsidiary Loan PartySubsidiary’s obligations under the Collateral Agreementautomatic release from its Guarantee. In addition, with respect to any Immaterial Subsidiary that has provided a Guarantee of the Obligations, upon request of the Borrower, such Immaterial Subsidiary shall automatically be released from its Guarantee of the Obligations, and the Administrative Agent agrees to and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such actions action and execute any such documents as are may be reasonably requested by Holdings or the Borrower and Borrower, all at the Borrower’s expense sole expense, to terminate evidence such Immaterial Subsidiary’s automatic release from its Guarantee. (c) Except as otherwise expressly provided herein or in the Liens and security interests created by other Loan Documents, any representation, warranty or covenant contained in any Loan Document relating to any Equity Interests or assets described in Section 9.18(a) or the Loan Documents when all the Obligations Equity Interests or assets of any Subsidiary described in Section 9.18(b) shall no longer be deemed to be made once such Equity Interest or asset or such Subsidiary is so conveyed, sold, leased, assigned, transferred or disposed of or such Subsidiary is so released from its Guarantee in accordance with Section 9.18(a) or (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 terminatedb), as applicable.

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 any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) 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 Documents, at the request designation of an Unrestricted Subsidiary or in connection with a pledge of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released in joint ventures constituting Excluded Assets and permitted as a Permitted Lien, 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 Borrowers, and at the Borrower’s expense in connection with such Borrowers’ expense, to (i) release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, assets and (ii) in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) Obligor in a transaction permitted by Permitted Asset Disposition and/or Permitted Investment or in connection with the Loan Documents (including through merger, consolidation, amalgamation or otherwise) designation of an Unrestricted Subsidiary and as a result of which such Subsidiary Loan Party Obligor would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan PartyObligor’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, 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. At the Collateral Agreement shall be automatically terminated request and sole expense of the Administrative Lead Borrower, the Agent shall promptly (and 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 the Collateral Agreement. 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 Obligations in respect of ): (i) Specified Hedge Agreements and Cash Management Obligations 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 are not then due and payable is a Permitted Lien under Section 9.2.2(c), subclauses (A), (C) and (iiD) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been assertedof clause (f), subclause (B) are paid in full and the Commitments are terminated.of clause

Release of Liens and Guarantees. (1) In the event that that: (a) any Loan Party or Limited Recourse Pledgor conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party constituting Collateral (other than Equity Interests of the BorrowerBorrowers) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents; or (b) any Loan Party becomes an Excluded Subsidiary as a result of a transaction permitted hereunder, then, (2) at the request of the BorrowerHoldings, any Liens created by any Loan Document in respect of such Equity Interests or assets shall shall, to the extent permitted under any applicable law, be automatically released 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 and at the Borrower’s Borrowers’ expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than Equity Interests of the BorrowerBorrowers or the Lux Parent) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary), such Subsidiary Loan Party’s obligations under this Agreement and the Collateral Agreement shall applicable Security Documents shall, to the extent permitted under any applicable law, be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s Borrowers’ 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 applicable Security Documents; provided that, in the Collateral Agreementcase of any Subsidiary Loan Party that becomes an Excluded Subsidiary solely as a result of becoming a non-Wholly Owned Subsidiary of Holdings, such Subsidiary Loan Party shall only be released from its obligations under the Loan Documents pursuant to this Section 10.18 if such Subsidiary Loan Party became a non-Wholly Owned Subsidiary pursuant to a transaction entered into for a bona fide business purpose (and not for the primary purpose of causing such release) where the counterparty to such applicable transaction is not an Affiliate of Holdings. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s Borrowers’ expense to terminate the Liens and security interests created by the Loan Documents when all upon the Obligations (other than Obligations in respect occurrence 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 terminatedTermination 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 any of the Equity Interests or assets of any Subsidiary Loan Party (other than Equity Interests of the Borrower) 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 Loan Documents, at the request of the BorrowerSection 6.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative 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 Holdings or the Borrower and at the Borrower’s expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through mergerSection 6.05, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted SubsidiarySubsidiary Loan Party, such Subsidiary Loan Party’s obligations under the Collateral Agreement its Guarantee shall be automatically terminated and the Administrative Agent and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and/or the Collateral 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 the Collateral Agreementits Guarantee. In addition, the Administrative Agent and/or the Collateral 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 Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and expense reimbursement obligations that are not yet due and payable and for which no claim has been assertedmade) are paid in full full. Without limiting the generality of the foregoing, the Administrative Agent and/or the Collateral Agent shall promptly (and the Commitments are terminatedLenders 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 and/or the 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 the Equity Interests or assets of any Subsidiary Loan Party (other than Equity Interests of 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 Documents, at the request of the BorrowerSection 7.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released 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 the Holdcos or the any Borrower and at the Borrower’s Borrowers’ expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents Section 7.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement Loan Documents shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders Lender hereby authorize authorizes the Administrative Agent to) and at the Borrower’s expense take such action and execute any such documents at the Borrowers’ expense as may be reasonably requested by Holdings the Holdcos or the any Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral AgreementLoan Documents. In addition, the Administrative Agent agrees (a) to take such actions as are reasonably requested by Holdings or the any Borrower and at the Borrower’s Borrowers’ expense to terminate the Liens and security interests created by the Loan Documents when all the ABL Credit 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 assertedobligations) are paid in full 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 Commitments circumstances and on those terms contemplated by this Agreement) and to take such actions (and execute all documents) as are terminatedreasonably requested by the Holdcos or any Borrower in connection with such Secured Debt Intercreditor 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 any of the Equity Interests Capital Stock or assets of any Loan Party (other than Equity Interests of the Borrower) 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 Documents, at the request of the Borrower, any Liens created by any Loan Document Documents in respect of such Equity Interests Capital Stock or assets shall automatically terminate and be automatically 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 Holdings Parent or the ABL Administrative Borrower and at the Borrower’s Borrowers’ expense in connection with to further document and evidence such termination and release of any Liens created by any Loan Document in respect of such Equity Interests Capital Stock or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by under this Agreement the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary is that 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 Subsidiary Loan Party’s obligations Party (and all security interests granted by such Guarantor under the Collateral Agreement Loan Documents) shall automatically terminate and be automatically terminated 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) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings Parent or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the ABL Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s Borrowers’ expense to terminate the Liens further document and evidence such termination and release of such security interests created by the and such Loan Documents when all Party’s Guarantee Obligations in respect of the Obligations (other than 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 Capital Stock, asset or subsidiary of any Loan Party shall no longer be deemed to be made with respect thereto once such Capital Stock or asset or Subsidiary is so conveyed, sold, leased, assigned, transferred or disposed of. (b) Upon the payment in full of the Obligations (excluding Obligations in respect of (ix) any Specified Hedge Agreements and Cash Management Obligations and (y) contingent reimbursement and indemnification obligations that are not then due and payable payable), all Liens created by the Loan Documents shall automatically terminate and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and be released without the requirement for which no claim has been asserted) are paid in full any further action by any Person, and the Commitments are terminatedCollateral Agent shall promptly (and the Lenders hereby authorize 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 Liens created by the Loan Documents, and the Guarantee Obligations created by the Loan Documents in respect of the Guarantors shall automatically terminate and be released without the requirement for any further action by any Person, and the Collateral Agent shall promptly (and the Lenders hereby authorize 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 the Guarantors’ Guarantee Obligations in respect of the Obligations (including, without limitation, the Guarantee Obligations under the Guarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement).

Release of Liens and Guarantees. In (a) Notwithstanding any contrary provision herein or in any other Loan Document, if the event that Revolving Borrower shall request the release under the Pledge Agreement or the Revolving Guaranty Agreement of any Loan Party conveys, sells, leases, assigns, transfers Restricted Subsidiary or any Pledged Collateral to be sold or otherwise disposes disposed of all (including through the sale or any portion disposition of any Subsidiary owning any such Restricted Subsidiary or Pledged Collateral or resulting from the dissolution of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrowera Restricted Subsidiary) to a Person that is not (and is not required to become) a Loan Party other than the Revolving Borrower or any other Restricted Subsidiary in a transaction not prohibited under the terms of this Agreement, the Revolving Borrower shall deliver to the Administrative Agent a certificate executed by a Financial Officer to the effect that such sale or other disposition (and any dissolution relating thereto) is not prohibited by the Loan Documentsterms of this Agreement, 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 Agent, if satisfied that such certificate is correct, shall, without the consent of any Lender, execute and deliver all such instruments, releases, financing statements or other agreements, and take all such further actions, as shall promptly (and be necessary to effectuate the Lenders hereby authorize release of such Restricted Subsidiary or such Pledged Collateral substantially simultaneously with or at any time after the completion of such sale or other disposition. Any such release shall be without recourse to, or representation or warranty by, the Administrative Agent toand shall not require the consent of any Lender. (b) take such action and execute Notwithstanding any such documents as may be reasonably requested by Holdings contrary provision herein or in any other Loan Document, if the Revolving Borrower shall request the release under the Pledge Agreement or the Borrower and at the Borrower’s expense in connection with such release Revolving Guaranty Agreement of any Liens created Restricted Subsidiary or any Pledged Collateral consisting of the equity interests issued by any Loan Document in respect Restricted Subsidiary due to (i) the re-designation of such Equity Interests or assets, and, in the case of Restricted Subsidiary as not a disposition of the Equity Interests of any Material Restricted Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which the designation of other Restricted Subsidiaries as Material Restricted Subsidiaries under the applicable provisions hereof or (ii) the fact that such Restricted Subsidiary Loan Party would cease no longer qualifies as a Material Restricted Subsidiary pursuant to be the definition thereof, the Revolving Borrower shall deliver to the Administrative Agent a certificate executed by a Financial Officer to the effect that such Restricted Subsidiary is no longer a Material Restricted Subsidiary, together with any documents or other evidence that the Administrative Agent may reasonably request in order to verify the statements made in such Subsidiary Loan Party’s obligations under the Collateral Agreement shall be automatically terminated certificate, and the Administrative Agent Agent, if satisfied that such certificate is correct, shall, without the consent of any Lender, execute and deliver all such instruments, releases, financing statements or other agreements, and take all such further actions, as shall promptly (and be necessary to effectuate the Lenders hereby authorize the Administrative Agent release of such Restricted Subsidiary or such Pledged Collateral. Any such release shall be without recourse 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 the Collateral Agreement. In additionrepresentation or warranty by, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or and shall not require the consent of any Lender. (c) Without limiting the provisions of Section 13.11, the Revolving Borrower and at shall reimburse the Borrower’s expense to terminate the Liens and security interests created by the Loan 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 Agents and the Commitments are terminatedLenders for all costs and expenses, including attorneys’ fees and disbursements, incurred by any of them in connection with any action contemplated by this Section 13.20.

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 the Borrower or any Subsidiary Loan Party (other than Equity Interests of the Borrower) 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 Loan Documents, at the request of the Borrower, First Lien Administrative Agent shall release any Liens created or any guarantee under the First Lien Loan Documents by any a Subsidiary Loan Document in respect of such Equity Interests or assets shall be automatically released and Party, then the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) (a) 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 in connection with such release of to release, share or subordinate any Liens created by any Second Lien Loan Document in respect of such assets or Equity Interests or assetsterminate such 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 (other than the Borrower) in a transaction permitted not prohibited by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) Section 6.05 and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan 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) 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 's obligations under its guarantee of the Collateral AgreementSecond Lien Credit Agreement 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 's expense to terminate the Liens and security interests created by the Second Lien Loan Documents when all the Second Lien Credit Agreement 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. Any representation, warranty or covenant contained in any Second Lien 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.

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 or becomes an Excluded Subsidiary (including pursuant to a merger with, and into, a Subsidiary that is not a Loan Party). 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 any of the Equity Interests Interests, assets or assets of any Loan Party (other than Equity Interests of property owned by the Borrower) to a Person that is not (and is not required to become) a Loan Party Borrower or such Subsidiary in a transaction not prohibited by the Loan Documents, at the request of the Borrowerthis Agreement, any Liens created by granted with respect to such Equity Interests, assets or property pursuant to any Loan Document in respect of such Equity Interests or assets shall automatically and immediately terminate and be automatically released released. The Administrative Agent and the Administrative 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 Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity 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 as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan 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) and at the Borrower’s expense take such action and execute evidence any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreementtermination and release described in this Section 9.15. In addition, the Administrative Agent agrees and the Collateral Agent agree 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 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 have been paid in full in cash and all Commitments terminated. The Lenders authorize the Commitments are terminatedCollateral 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) to the extent required by the terms of the obligations secured by such Xxxxx (so long as not entered into in contemplation of this clause) 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 any of the Equity Interests or assets of any Loan Party (other than Equity Interests of 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 Documents, at the request of the BorrowerSection 6.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and/or the 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 Holdings or the Borrower and at the Borrower’s expense in connection with such the release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity 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) Section 6.05 and as a result of which such Subsidiary Loan Party would cease to be a Restricted SubsidiarySubsidiary Loan Party, such Subsidiary Loan Party’s obligations under the Collateral Agreement its Guarantee shall be automatically terminated and the Administrative Agent and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and/or the Collateral 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 the Collateral Agreementits Guarantee. In addition, the Administrative Agent and/or the Collateral 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 Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification Obligations and expense reimbursement obligations that are not yet due and payable and for which claims to the extent no claim therefor has been assertedmade) are paid in full and the all Letters of Credit and Commitments are terminated.

Release of Liens and Guarantees. (a) In the event that any Loan Party the Borrower conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its assets (including the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrowerits Subsidiaries) to a another Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, at Documents or in the request event any assets or property of the BorrowerBorrower constitutes or becomes an Excluded Asset, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released then the Administrative Agent and the Administrative 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 sole cost and expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in assets or property that are the case subject of a such disposition of or to evidence that the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted Liens created by the Loan Documents (including through mergerdo not extend to such Excluded Assets. Any representation, consolidation, amalgamation warranty or otherwise) and as a result of which covenant contained in any Loan Document relating to any such Subsidiary Loan Party would cease Equity Interests or assets shall no longer be deemed to be a Restricted Subsidiarymade once such Equity Interests or assets are so conveyed, such Subsidiary Loan Party’s obligations under sold, leased, assigned, transferred or disposed of. (b) When all the Obligations (other than contingent indemnification obligations) are paid in full in cash, the Collateral Agreement and all Guarantees and Liens thereunder shall be automatically terminated terminate, and the Borrower and the Parent shall automatically be released from their respective obligations thereunder and the security interests in the Collateral granted by the Borrower and the Parent shall automatically be released. 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, or termination or release of Liens and security interests created by the Loan Documents. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral 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 the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s sole cost and expense to terminate confirm the Liens exclusion of any Excluded Asset from the Collateral. (c) Authorizations for each release and security interests created termination specified in this Section 9.18 shall be required only to the extent required by the Loan 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 the Commitments are terminatedSection 8.10.

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 assets (other than the Equity Interests of the Borrowerany First Tier Covenant 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 Documents, at the request of the BorrowerSection 6.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released 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 and at the Borrower’s expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through mergerSection 6.05, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted SubsidiarySubsidiary Loan Party, such Subsidiary Loan Party’s obligations under the Collateral Agreement its Guarantee shall be automatically terminated and the Administrative Agent shall promptly (and 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 the Collateral Agreementits Guarantee. 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 Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and expense reimbursement obligations that are not yet due and payable and for which no claim has been assertedmade) are paid in full in cash and the 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 any of the its assets (including any Equity Interests or assets of any Loan Party (other than Equity Interests of the BorrowerInterests) to a Person 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 Section 6.05 of the BorrowerFirst Out Facility, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released the Administrative Agent and the Administrative 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 in connection with such to evidence the release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) Guarantor in a transaction permitted by Section 6.05 of the Loan Documents (including through merger, consolidation, amalgamation or otherwise) First Out Facility and as a result of which such Subsidiary Loan Party Guarantor would cease to be a Restricted Wholly Owned Domestic Subsidiary, evidence the termination of such Subsidiary Loan PartyGuarantor’s obligations under the Collateral Agreement shall be automatically terminated Guarantee and the Administrative Agent shall promptly (and 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 the Collateral Security and Intercreditor Agreement. In addition, the Administrative Agent agrees and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate evidence the termination of the Liens and security interests created by the Loan Documents when all the Obligations are paid in full and discharged and all Letters of Credit and Participation Obligations are terminated (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 ). Any representation, warranty or covenant contained in full 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. 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 this Agreement and the Commitments are terminatedother 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 the Equity Interests or assets of any Subsidiary Loan Party (other than Equity Interests of the Borrower) 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, 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 Administrative Agent and the Administrative 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, Intermediate Holdings or the any Borrower and at the such Borrower’s expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity 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) Section 6.05 and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement shall be automatically terminated and its Guarantee. In addition, each of the Administrative Agent shall promptly and the Collateral Agent agrees (and 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 the Collateral Agreement. In addition, the Administrative Agent agrees Agent) to take such actions as are reasonably requested by Holdings, Intermediate Holdings or the any Borrower and at the 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 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 assertedObligations) are paid in full and the all 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, 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 Subject to the event that any reinstatement provisions set forth in the Collateral Agreement, a Subsidiary 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 Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, upon 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 and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity 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 this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary Loan Party or a Designated Subsidiary; provided that, (a) 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 and (b) no Subsidiary Loan Party or Designated Subsidiary shall be released from its obligations under the Loan Documents solely because such Subsidiary Loan Party or such Designated Subsidiary ceases to be a wholly-owned Subsidiary of the Borrower as a result of a transaction permitted pursuant to the Loan Documents, unless (i) in connection with such transaction, such Subsidiary Loan Party or such Designated Subsidiary also ceases to be a Subsidiary, or (ii)(A) such transaction and related disposition of Equity Interest of the applicable Subsidiary Loan Party or the applicable Designated Subsidiary is for fair market value and a bona fide business purpose (in each case, as determined by the Borrower in good faith), and the other Person taking an Equity Interest in such Subsidiary Loan Party or such Designated Subsidiary is not an Affiliate of the Borrower (other than as a result of such joint venture), and (B) the release of any such non-wholly-owned Subsidiary of the Borrower pursuant to this clause (ii) shall constitute an investment by the Borrower therein at the date of such release in an amount equal to the portion of the fair market value of the net assets of such non-wholly-owned Subsidiary of the Borrower attributable to the Borrower’s Equity Interest therein as reasonably estimated by the Borrower (and such release shall only be permitted to the extent such investment is permitted pursuant to Section 6.04). Upon any sale or other transfer by any Loan Party (other than to the Borrower or any other Loan Party’s obligations ) 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 Agreement created by the Security Documents shall be automatically terminated and released. In connection with any termination or release pursuant to this Section, the Administrative 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 evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Lenders hereby 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 to) and at is irrevocably authorized by the Borrower’s expense take such action and execute Secured Parties, without any such documents as may be reasonably requested by Holdings consent or the Borrower further agreement of any Secured Party, to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, release the Administrative Agent agrees to take such actions as are reasonably requested by Holdings Agent’s Liens upon the date the Commitments shall have expired or been terminated and the Borrower principal of and at the Borrower’s expense to terminate the Liens interest on each Loan and security interests created by the all fees, expenses and other amounts payable under this Agreement or any other Loan Documents when all the Obligations Document shall have been paid in full (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 amounts not yet due due) and payable 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 the applicable Issuing Bank) and for which no claim has all LC Disbursements shall have been asserted) are paid in full and the Commitments are terminatedreimbursed.

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 any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, (1) upon 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 and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect single transaction or related series of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction transactions permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and 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 becomes an Excluded Subsidiary (other than an Excluded Subsidiary under clause (a) of the definition thereof) or (2) upon the request of the 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, notwithstanding anything to the contrary herein, no Guarantees (nor the security interest granted by any such Subsidiary Loan Party) will be released solely as a result of the relevant Subsidiary Loan Party ceasing to be a Wholly-Owned Subsidiary unless (A) no Default or Event of Default exists or would result from the transaction that causes such Person to cease to be a Restricted Wholly Owned Subsidiary, (B) upon giving pro forma effect to such release and the consummation of the transaction that causes such Person to cease to be a Wholly Owned Subsidiary, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.04 (as if such Person were then newly acquired) in an amount equal to the portion of the Fair Market Value of the net assets of such Person attributable to Holdings’ or the Borrower’s direct or indirect equity interest therein as reasonably estimated by the Borrower and such Investment is permitted pursuant to Section 6.04 (other than Section 6.04(t)) at such time, (C) any transfer of the Equity Interests of such Subsidiary shall be to a non-Affiliate of Holdings and the Borrower for a bona fide business purpose and, for the avoidance of doubt, not for the primary purpose of causing such release, (D) if such Subsidiary Loan Party is a Guarantor on the Effective Date, such transaction would cause such Subsidiary Loan Party to cease to be a Subsidiary of the Borrower and (E) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (A), (B), (C) and (D). (i) If any Collateral is no longer owned by a Loan Party as a result of 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’s ) of any Collateral in a transaction permitted under this Agreement, (ii) if any property granted to or held by the Administrative Agent under any Loan Documents does not constitute (or ceases to constitute) 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 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 the occurrence of the Termination Date, all obligations under the Collateral Agreement shall be automatically terminated and Loan Documents (other than any such obligations that by their terms survive the Administrative Agent shall promptly (and termination of the Lenders hereby authorize the Administrative Agent toLoan Documents) 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 the Collateral Agreement. 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 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 Documents when Party, 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 shall be without recourse to or warranty by the Obligations (other than Obligations in respect 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 (iany Lien on such property that is permitted by Section 6.02(iv) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (iior Section 6.02(xxii) contingent indemnification and reimbursement to the extent required by the terms of the obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and secured by such Liens pursuant to documents reasonably acceptable to the Commitments are terminatedAdministrative 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 any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the BorrowerBorrowers) 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 Subsidiary as a result of a transaction permitted hereunder, at the request of the BorrowerHoldings, any Liens created by any Loan Document in respect of such Equity Interests or assets shall shall, to the extent permitted under any applicable law, be automatically be released 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 Borrowers and at the Borrower’s Borrowers’ expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the BorrowerBorrowers) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement shall applicable Security Documents shall, to the extent permitted under any applicable law, be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s Borrowers’ expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower Borrowers to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreementapplicable Security Documents; provided, that notwithstanding the foregoing, in connection with the release of any Guarantor pursuant this Section 10.18, after giving pro forma effect to such release, the Borrower (or any applicable Guarantor owning such applicable Subsidiary) shall be automatically and immediately deemed to have made an Investment in such Subsidiary on the date of such release in an amount equal to the portion of the fair market value of the Borrower’s (or such Loan Party’s) retained interest in such Subsidiary; provided, further, that notwithstanding the foregoing, in connection with the release of any Guarantor pursuant to this Section 10.18 triggered solely as a result of such Guarantor no longer constituting a Wholly Owned Subsidiary, such release shall be effective only to the extent that such Guarantor became a Subsidiary no longer constituting a Wholly Owned Subsidiary pursuant to a transaction that either (x) has a bona fide business purpose or (y) was not undertaken for the primary purpose of effecting such release pursuant to this Section 10.18. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower Borrowers and at the Borrower’s Borrowers’ expense to terminate the Liens and security interests created by the Loan 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 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 any of the Equity Interests or assets of any Subsidiary Loan Party (other than Equity Interests of 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 Documents, at the request of the BorrowerSection 6.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative 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 in connection with such the release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents 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 Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement its Guarantee shall be automatically terminated and the Administrative Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Collateral 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 Borrowers to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreementits Guarantee. In addition, the Administrative Collateral Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower Borrowers and at the Borrower’s Borrowers’ expense to terminate the Liens and security interests created by the Loan 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 Obligations and expense reimbursement obligations that are not yet due and payable and for which claims to the extent no claim therefor has been assertedmade) are paid in full and the Commitments are this Agreement is 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 Loan Party (other than Equity Interests of the a 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 BorrowerBorrower Representative, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released 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 Representative and at the Borrower’s Borrowers’ expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the a Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under this Agreement and the Collateral Agreement (as applicable) shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s 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 AgreementAgreement (as applicable). In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower Representative and at the Borrower’s Borrowers’ expense to terminate the Liens and security interests created by the Loan Documents 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 the 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 any of its assets (including the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrowerits 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, at or in the request of event that any Subsidiary Guarantor or other Restricted Subsidiary is designated as an Unrestricted Subsidiary in accordance with Section 6.09, the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released Administrative Agent and the Administrative 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 in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in assets that are the case subject of a such disposition of and to release the Equity Interests Guarantee of any Subsidiary Guarantor whose Equity Interests are so disposed of in such a transaction that results in such Guarantor no longer being a Subsidiary of the Borrower or any such designation that results in such Equity Interests no longer being required to be pledged hereunder or under the Security Documents. 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 (other than shall automatically be released from its obligations thereunder upon the Discharge of the 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) in a transaction permitted ’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents Documents. In the event that the Closing Date has not occurred by 5:00 p.m. (including through mergerNew York City time) on June 26, consolidation2015, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral this Agreement shall terminate and be automatically terminated and of no further force or effect (except with respect to the provisions stated to survive such termination). Upon reasonable request by the Borrower or the Administrative Agent (in either case at the Borrower’s expense), the Administrative Agent, the Collateral Agent and the Borrower shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) execute an acknowledgement in form and at the Borrower’s expense take such action and execute any such documents as may be substance reasonably requested by Holdings or the Borrower satisfactory to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. 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 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 terminatedCollateral Agent to evidence such termination.

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 assets (other than the Equity Interests of the Borrowerany First Tier Covenant 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 Documents, at the request of the BorrowerSection 6.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative 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 Holdings or the Borrower and at the Borrower’s expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through mergerSection 6.05, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted SubsidiarySubsidiary Loan Party, such Subsidiary Loan Party’s obligations under the Collateral Agreement its Guarantee shall be automatically terminated and the Administrative Agent and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and/or the Collateral 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 the Collateral Agreementits Guarantee. In addition, the Administrative Agent agrees and the Collateral Agent each agree 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 Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and expense reimbursement obligations that are not yet due and payable and for which no claim has been assertedmade) are paid in full and the all Commitments are terminated. Without limiting the generality of the foregoing, the Administrative Agent and/or the 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 and/or the 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 (a) Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its assets (including the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrowerits 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, at the request (b) any assets or property of the Borrower, any Liens created by any Loan Document in respect of Party constitutes or becomes an Excluded Asset or (c) any property or asset is owned or held by an Unrestricted Subsidiary, the Liens under the Loan Documents on such Equity Interests or assets shall automatically 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 in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity 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 as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan 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) 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 the Collateral Agreement. 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 evidence such automatic release of the Liens created by the Loan Documents in respect of such Equity Interests or assets that are the subject of such disposition. In the event a Loan Party becomes an Unrestricted Subsidiary or otherwise would not be required to become a Guarantor after the Closing Date in accordance with the Collateral and Guarantee Requirements, such Loan Party shall automatically be released from its Guarantee of the Obligations; provided, that, if in compliance with the terms and provisions of the Loan Documents, any Guarantor (i) ceases to be a Subsidiary of a Loan Party or (ii) becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder, to the extent a Loan Party continues to hold any Equity Interests in such Person, after giving pro forma effect to the transaction that causes such Person to be an Excluded Subsidiary of the type described in clause (c) of the definition thereof or no longer a Subsidiary of a Loan Party, the Borrower shall be deemed to have made a new Investment in such Person for purposes of Section 6.04 (as if such Person were then newly acquired) and such Investment must constitute an Investment permitted by Section 6.04 at such time. 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 the Payment in Full has occurred. At such time, the Administrative Agent and the Collateral Agent agree to promptly take such actions as are reasonably requested, including a customary payoff letter without a release of claims by the Loan Parties, 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 when all Documents. Notwithstanding anything to the Obligations (other than Obligations contrary in respect the Loan Documents, the Collateral Agent shall have no obligation to release any Collateral or guarantees under any Loan Document unless it shall have first received a certificate from a Responsible Officer of (i) Specified Hedge Agreements and Cash Management Obligations the Borrower certifying 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 such release is permitted under the Loan Documents, and the Commitments are terminatedCollateral Agent may rely conclusively on any such certificate from a Responsible Officer of the Borrower as to whether such release is permitted. Any such certificate from a Responsible Officer of the Borrower shall be full warranty and protection to the Collateral Agent for any action taken, suffered or omitted by it under the provisions of 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 any of its assets (including the Equity Interests or assets of any Loan Party (other than Equity Interests of the BorrowerParty) 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 6.03, 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 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 Borrowers and at the Canadian Borrower’s expense in connection with such to release of any Liens created by any Loan Document in respect of such assets or Equity Interests or assetsInterests, and, in the case of a disposition of the Equity 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) Section 6.03 and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan 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) 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 the Collateral Agreementits Guarantee. In addition, the Administrative Agent agrees and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Borrower Borrowers and at the Canadian Borrower’s expense (a) to terminate the Liens and security interests created by the Loan Documents when all the Secured 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 accrued and payable and for which no claim has been assertedpayable) are paid in full and the all Commitments are terminatedterminated and all Letters of Credit are either terminated or cash collateralized in full, (b) to release or subordinate any Lien on any property to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted under Section 6.02(u), including the agreement dated the Closing Date among the Collateral Agent, the Company and Cancom Alta Holdings Inc. (the “Cancom Agreement”), agreements to implement recognize the Lien permitted under clause (u) of the definition of Permitted Lien) and (c) to release any Guarantor from its obligations under the Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder. The Collateral Agent shall be entitled to release its Lien on any Satellite subject to any Lien permitted under clause (u) of the definition of Permitted Lien, the non-disturbance agreement with ExpressVu related to the Nimiq 1 and Nimiq 2 or the Cancom Agreement if a Governmental Authority requires it or the Lenders to perform any obligations under the relevant non-disturbance or condosat agreement. 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 the Equity Interests or assets of any Subsidiary Loan Party (other than Equity Interests of the Borrower) 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 Loan Documents, at the request of the BorrowerSection 6.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative 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 Holdings or the Borrower and at the Borrower’s expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through mergerSection 6.05, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted SubsidiarySubsidiary Loan Party, such Subsidiary Loan Party’s obligations under the Collateral Agreement its Guarantee shall be automatically terminated and the Administrative Agent and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and/or the Collateral 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 the Collateral Agreementits Guarantee. In addition, the Administrative Agent agrees and the Collateral Agent each agree 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 Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and expense reimbursement obligations that are not yet due and payable and for which no claim has been assertedmade) are paid in full and the all Commitments are terminated. Without limiting the generality of the foregoing, the Administrative Agent and/or the 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 and/or the 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 the Equity Interests or assets of any Subsidiary Loan Party (other than the Equity Interests of the Borrower) 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, 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 Administrative Agent and the Administrative 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 HoldingsParent or the Borrower and at the Borrower’s expense in connection with such to evidence the release of any Liens created by any Loan Document in respect of such Equity Interests or and/or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than that is not the Borrower) Borrower in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) Section 6.05 and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, terminateevidence the termination of such Subsidiary Loan Party’s obligations under its Guarantee. In addition, the Administrative Agent and the Collateral Agreement Agent agree to take such actions as are reasonably requested by HoldingsParent or the Borrower and at the Borrower’s expense to terminate evidence the termination of 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, asset or subsidiary of HoldingsParent shall no longer be automatically terminated 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 Administrative Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings Parent or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. 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 expense) to terminate evidence the release of any Liens and security interests created by the any Loan Documents when all the Obligations (other than Obligations Document 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 Collateral constituting Receivables Assets in full and the Commitments are terminatedconnection with any Permitted Receivables Financing.

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 any of the Equity Interests Interests, assets or assets of any Loan Party (other than Equity Interests of property owned by the Borrower) to a Person that is not (and is not required to become) a Loan Party Borrower or such Subsidiary in a transaction not prohibited by the Loan Documents, at the request of the Borrowerthis Agreement, any Liens created by granted with respect to such Equity Interests, assets or property pursuant to any Loan Document in respect of such Equity Interests or assets shall automatically and immediately terminate and be automatically released released. The Administrative Agent and the Administrative 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 Holdings or the Borrower and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity 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 as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan 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) and at the Borrower’s expense take such action and execute evidence any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreementtermination and release described in this ‎Section 9.15. In addition, the Administrative Agent agrees and the Collateral Agent agree 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 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 have been paid in full and all Commitments terminated. The Lenders authorize the Commitments are terminatedCollateral 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. (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 any of its assets (including the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrowerits 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, at Documents (other than any sale or conveyance of any assets to Eddy County in connection with the request of the BorrowerIRB Transactions) or (ii) any Restricted Subsidiary becomes an Unrestricted Subsidiary (other than any Included Entity, any Liens created by Ohio Joint Venture or the Double E Joint Venture), then, in any Loan Document in respect of such Equity Interests or assets shall be automatically released cases, the Administrative Agent and the Administrative 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 sole cost and expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests Interests, Subsidiary Loan Party or assetsassets that are the subject of such disposition, and, release any Liens created by any Loan Document in the case respect of a disposition of the Equity Interests of any Restricted Subsidiary that becomes an Unrestricted Subsidiary (other than any Included Entity, any Ohio Joint Venture or the Double E Joint Venture) and release any Guarantees of the 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 ceases to be a Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Subsidiary Loan Party would cease Equity Interests or assets shall no longer be deemed to be a Restricted Subsidiarymade once such Equity Interests or assets are so conveyed, such Subsidiary Loan Party’s obligations sold, leased, assigned, transferred or disposed of. Any sale or conveyance of any assets to Eddy County in connection with the IRB Transactions shall be subject to all Liens thereon created under the Collateral Agreement shall be automatically terminated Loan Documents, and the Administrative Agent shall promptly (and 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 Liens created under the Collateral Agreement. 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 Obligations shall continue in respect of effect after such sale or conveyance.” (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 following Section 9.26 is hereby added to the Commitments are terminated.Credit Agreement as follows:

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 any of the Equity Interests Capital Stock or assets of any Loan Party (other than Equity Interests of the Borrower) 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 Documents, at the request of the Borrower, any Liens created by any Loan Document Documents in respect of such Equity Interests Capital Stock or assets shall automatically terminate and be automatically released 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 Holdings or the Borrower and at the Borrower’s expense in connection with to further document and evidence such termination and release of any Liens created by any Loan Document in respect of such Equity Interests Capital Stock or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by under this Agreement the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary is that a Loan Party would cease to be a Restricted Subsidiary, the Guarantees created by the Loan Documents in respect of such Subsidiary Loan Party’s obligations Party (and all security interests granted by such Guarantor under the Collateral Agreement Loan Documents) shall automatically terminate and be automatically terminated 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) 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 the Collateral Agreement. 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 further document and evidence such termination and release of such security interests and such Loan Party’s Guarantee in respect of the Secured Obligations (including its Guarantee under the Guarantee Agreement). Any representation, warranty or covenant contained in any Loan Document relating to any such Capital Stock, asset or Subsidiary of any Loan Party shall no longer be deemed to be made with respect thereto once such Capital Stock or asset or Subsidiary is so conveyed, sold, leased, assigned, transferred or disposed of. (b) Upon the Payment in Full of the Secured Obligations (other than contingent reimbursement and indemnification obligations, in each case in respect of which no claim for payment has been asserted by the Person entitled thereto) and the termination or expiration of the Commitments, all Liens created by the Loan Documents when all 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 Liens created by the Loan Documents, and the Guarantees created by the Loan Documents in respect of the Guarantors 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 the Guarantors’ Guarantees in respect of the Obligations (other than Obligations in respect including the Guarantees under the Guarantee Agreement); provided, however, that the foregoing provisions 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 assertedthis Section 9.18(b) are paid in full and subject to the Commitments are terminatedreinstatement provisions of the Guarantee Agreement or Security Agreement, as the case may be.

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 any of its assets (including the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrowerits 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), at the request of the Borrower(ii) any Restricted Subsidiary becomes an Unrestricted Subsidiary (other than any Included Entity, any Liens created by 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 Document Party, then, in respect any of such Equity Interests or assets shall be automatically released cases, the Administrative Agent and the Administrative 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 sole cost and expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests Interests, Subsidiary Loan Party or assetsassets that are the subject of such disposition, and, release any Liens created by any Loan Document in the case respect of a disposition of the 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 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 (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which a transaction described above. 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. Any sale or conveyance of any assets to Eddy County in connection with the IRB Transactions shall be subject to all Liens thereon created under the Loan Documents, and such Liens created under the Loan Documents shall continue in effect after such sale or conveyance. (b) When all the Obligations are paid in full in cash (other than contingent indemnification obligations), the Collateral Documents, the Guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party would cease to shall automatically be a Restricted Subsidiary, such Subsidiary Loan Party’s released from its obligations under thereunder and the security interests in the Collateral Agreement granted by any Loan Party shall automatically be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take released. At 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 the Collateral Agreement. In additiontime, the Administrative Agent agrees and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate evidence and effectuate such termination and release of the Guarantees, Liens and security interests created by the Loan Documents when all Documents. (c) Authorizations for each release and termination specified in this Section 9.18 shall be required only to 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 terminatedextent required by Section 8.10.

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 or assets of any Loan Party (other than Equity Interests of the Borrowerits 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), 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 Administrative Agent and the Administrative 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 in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assetsassets that are the subject of such disposition and to release any guarantees of the Obligations, andand any Liens granted to secure the Obligations, in the each case of by a disposition Person that ceases to be a Subsidiary of the Equity 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 Borrower as a result of which a transaction described above. 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 would cease to shall automatically be a Restricted Subsidiary, such Subsidiary Loan Party’s released from its obligations under thereunder and the security interests in the Collateral Agreement 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 Administrative Agent Issuing Banks shall promptly (and have been made), such date the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take “Security Termination Date”. At 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 the Collateral Agreement. In additiontime, the Administrative Agent agrees and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan 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 the Commitments are terminatedDocuments.

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 any of the Equity Interests or assets of any Subsidiary Loan Party (other than the Equity Interests of the BorrowerCompany) or any of its 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, at the request of the Borroweror (b) any Receivables Assets are subject to a Permitted Receivables Financing, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall shall, in each case, 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 any Borrower and at the such Borrower’s expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) that is not a Borrower in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) Section 6.05 and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan 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) 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 the Collateral Agreementits Guarantee. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the any Borrower and at the such Borrower’s expense to terminate the Liens and security interests created by the Loan 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 the 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 any 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, each of the Lenders, on behalf of itself and any of its Affiliates that are Secured Parties, irrevocably authorizes the Administrative Agent, at its option and in its discretion, (i) to subordinate any Lien on any assets granted to or held by the Administrative Agent under any Loan Document to the 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 that, notwithstanding the use by the Company of commercially reasonable efforts to obtain the consent of such holder (but without the requirement to pay any sums to obtain such 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 extension of such credit, that the Liens on such assets granted to or held by the Administrative Agent under any Loan Document 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 any of the Equity Interests or assets of any Subsidiary Loan Party (other than Equity Interests of the Borrower) 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 Loan Documents, at the request of the BorrowerSection 6.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released 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 and at the Borrower’s expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through mergerSection 6.05, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted SubsidiarySubsidiary Loan Party, such Subsidiary Loan Party’s obligations under the Collateral Agreement its Guarantee shall be automatically terminated and the Administrative Agent shall promptly (and 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 the Collateral Agreementits Guarantee. 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 Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and expense reimbursement obligations that are not yet due and payable and for which no claim has been assertedmade) are paid in full in cash and the 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. (a) In the event that any the Loan Party conveysParties convey, sellssell, leaseslease, assignsassign, transfers transfer or otherwise disposes dispose of all or any portion of any of its assets (including the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrowerits Subsidiaries) to a another Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, at Documents or in the request event any assets or property of the BorrowerLoan Parties constitutes or becomes an Excluded Asset, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and then the Administrative Agent and the Collateral Agent, upon receipt of a certificate from a Responsible Officer of the Borrowers, certifying that such termination or release is authorized and permitted under this Agreement and the other Loan Documents, 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 Loan Parties and at the Borrower’s such Persons’ sole cost and expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in assets or property that are the case subject of a such disposition of or to evidence that the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted Liens created by the Loan Documents (including through mergerdo not extend to such Excluded Assets. Any representation, consolidation, amalgamation warranty or otherwise) and as a result of which covenant contained in any Loan Document relating to any such Subsidiary Loan Party would cease Equity Interests or assets shall no longer be deemed to be a Restricted Subsidiarymade once such Equity Interests or assets are so conveyed, such Subsidiary Loan Party’s obligations under sold, leased, assigned, transferred or disposed of. (b) When all the Obligations (other than contingent indemnification obligations) are paid in full in cash, the Collateral Agreement and all Guarantees and Liens thereunder shall be automatically terminated terminate, and the Loan Parties shall automatically be released from their respective obligations thereunder and the security interests in the Collateral granted by the Loan Parties shall automatically be released. At such time, the Administrative Agent and the Collateral Agent, upon receipt of written notice from the Administrative Agent confirming that all such Obligations have been satisfied, agree to take such actions as are reasonably requested by the Loan Parties at such Persons’ expense to evidence and effectuate such termination and release of the Guarantees, or termination or release of Liens and security interests created by the Loan Documents. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral 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 the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower Parties and at the Borrower’s such Persons’ sole cost and expense to terminate confirm the Liens exclusion of any Excluded Asset from the Collateral. (c) Authorizations for each release and security interests created termination specified in this Section 9.18 shall be required only to the extent required by the Loan 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 the Commitments are terminatedSection 8.10.

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 (other than Equity Interests of the Borrower) 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 Section 6.08, 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 Administrative Agent and the Administrative 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 ANR, Inc. or the Borrower and at the Borrower’s expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests or assets of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) Section 6.05 and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan 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) 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 the Collateral Agreementits Guarantee. In addition, the Administrative Agent agrees and the Collateral Agent agree to take such actions as are reasonably requested by Holdings ANR, Inc. 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 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 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 ANR, Inc. or the Borrower (at the Borrower’s expense) to release any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing.

Release of Liens and Guarantees. In (b) The First Lien Administrative Agent or the event 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 conveysfrom its obligations under any First Lien Loan Document, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any in each case in accordance with the terms of the Equity Interests or assets First Lien Loan Documents and this Section 9.14. (d) If in compliance with the terms and provisions of any the First Lien Loan Documents (except as permitted thereunder), an Additional Borrower has merged with a Loan Party (other than Equity Interests of the BorrowerHoldings) to a Person that is not (and is not required the surviving entity, ceases to becomebe a Subsidiary of Holdings or becomes an Excluded Subsidiary (other than an Immaterial Subsidiary) in accordance with the terms of this Agreement and a Loan Party Borrower has delivered written notice to the First Lien Administrative Agent specifying in a transaction not prohibited by reasonable detail the Loan Documentsreason that such Additional Borrower has become an Excluded Subsidiary, at the request of the Borrower, any Liens created by any Loan Document in respect of then such Equity Interests or assets Additional Borrower shall be automatically released from its obligations under this Agreement 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 and at the Borrower’s expense in connection with such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (all other than the Borrower) in a transaction permitted by the First Lien Loan Documents (including through mergerunder 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, consolidationand First Lien Administrative Agent, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the First Lien Collateral Agreement shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and shall at the Borrower’s sole expense take such action and execute any such documents as may be reasonably requested by Holdings or of the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In additionexecute and deliver without recourse, the Administrative Agent agrees to take such actions representation or warranty all releases or other documents as are reasonably requested by Holdings or the Borrower and at to effect and/or evidence such release, so long as the Borrower’s expense Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to terminate demonstrate compliance with this Agreement (which the Liens and security interests created by Lenders authorize the Loan Documents when all the Obligations (other than Obligations Agents to rely upon in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement performing their obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and the Commitments are terminatedunder 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 any of its assets (including the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrowerits 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, at the request of the Borrower, parties hereto agree that (a) any Liens created by any Loan Document in respect of 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 Administrative 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 in connection with (i) to evidence such release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, assets that are the subject of such disposition and (ii) in the case of a the disposition of the any Equity Interests of any Subsidiary Loan Party (other than Party, to evidence the Borrower) in a transaction permitted release of any such guarantees of the Obligations, and any Liens granted to secure the Obligations, by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s . 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 under thereunder and the security interests in the Collateral Agreement 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. For the avoidance of doubt, upon consummation of the transfer of property or assets to Empire JV HoldCo, Empire JV Sub or their Subsidiaries permitted by this Agreement, any Liens attaching to such property or assets pursuant to any Loan Document (along with the guarantee of the Obligations by any Subsidiary Loan Party so transferred) 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) and at the Borrower’s expense take such action actions and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. 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 Obligations evidence such release as set forth above 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 terminatedthis Section 9.18.

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 any of the Equity Interests or assets of any Subsidiary Loan Party (other than Equity Interests of 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 6.05, 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 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 and at the Borrower’s expense in connection with such the release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents 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 Restricted Subsidiary, such Subsidiary Loan Party’s obligations under its Guarantee of the Collateral Agreement Obligations shall be automatically terminated and the Administrative Agent shall promptly (and 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 its Guarantee of the Collateral AgreementObligations. 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 Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification Obligations and expense reimbursement obligations that are not yet due and payable and for which claims to the extent no claim therefor has been assertedmade) are paid in full and the Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to such Equity Interests, asset or subsidiary of Holdings shall no longer be deemed made once such Equity Interest 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 the Equity Interests or assets of any Subsidiary Loan Party (other than the Equity Interests of the Borrower) 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, 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 Administrative Agent and the Administrative 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 Parent or the Borrower and at the Borrower’s expense in connection with such to evidence the release of any Liens created by any Loan Document in respect of such Equity Interests or and/or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than that is not the Borrower) Borrower in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) Section 6.05 and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, evidence the termination of such Subsidiary Loan Party’s obligations under its Guarantee. In addition, the Administrative Agent and the Collateral Agreement Agent agree to take such actions as are reasonably requested by Parent or the Borrower and at the Borrower’s expense to evidence the termination of 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, asset or subsidiary of Parent shall no longer be automatically terminated 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 Administrative Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings Parent or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. 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 expense) to terminate evidence the release of any Liens and security interests created by the any Loan Documents when all the Obligations (other than Obligations Document 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 Collateral constituting Receivables Assets in full and the Commitments are terminatedconnection with any Permitted Receivables Financing.

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 Loan Party (other than Equity Interests of the Borrower) 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 Loan Documents, at the request of the BorrowerSection 6.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative 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 Holdings or the Borrower Borrowing Agent and at the Borrower’s Borrowers’ expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through mergerSection 6.05, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted SubsidiaryLoan Party, such Subsidiary Loan Party’s obligations under the Guarantee and Collateral Agreement shall be automatically terminated and the Administrative Agent and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and/or the Collateral 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 Borrowing Agent to terminate such Subsidiary Loan Party’s obligations under the Guarantee and Collateral Agreement. In addition, the Administrative Agent and/or the Collateral Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower Borrowing Agent and at the Borrower’s Borrowers’ expense to terminate the Liens and security interests created by the Loan Documents when all Commitments have been terminated and the Obligations principal of and interest on each Loan, all Fees and all other expenses or amounts (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 liabilities to the extent no claim giving rise thereto has been asserted) are payable under any Loan Document have been paid in full and the Commitments Administrative Agent and/or Collateral Agent shall have received satisfactory evidence that all Other Secured Obligations either are terminatednot 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. (a) In the event that the Company or any Loan Party conveys, Subsidiary sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests Interests, assets or assets of any Loan Party property owned by the Company or such Subsidiary (other than Equity Interests of to the BorrowerCompany or a Subsidiary or Affiliate) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documentsthis Agreement, 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 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 Holdings or the Borrower and at the Borrower’s expense in connection with such Company to release of any Liens created by any Loan Document in respect of such Equity Interests Interests, assets or assetsproperty, 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 Equity Interests or assets of any Subsidiary Loan Party (other than the Borrower) in that is a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s , to terminate such Subsidiary's obligations under the Collateral Subsidiary Guaranty Agreement shall be automatically terminated and each other Loan Document. (b) Promptly after the Spear Final Contribution Date and the repayment in full of all amounts due under the Spear Note, the Administrative Agent shall promptly (and the Lenders hereby authorize and instruct 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 Company to terminate such Subsidiary Loan Party’s obligations release the Liens created by the Security Documents under Section 5.08(b)(i) and the Collateral Agreementpledge of any Equity Interests in the Spear Joint Venture being transferred to any third party in connection with the Spear Final Contribution Date. In addition, The pledge of the Equity Interests owned by the Company and the Subsidiaries in the Spear Joint Venture shall continue after the Spear Final Contribution Date. (c) The Administrative Agent agrees to will take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense Company to terminate the Liens and security interests created by the Loan 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 have been asserted) are paid in full and the all Letters of Credit and Commitments are have been terminated. (d) The Company agrees to pay all out-of-pocket expenses of the Administrative Agent in connection with releases of Liens and obligations under the Subsidiary Guaranty Agreement provided for in this Section.

Release of Liens and Guarantees. (a) In the event that any (i) Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its assets (including the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrowerits 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, at the request Documents or (ii) any assets or property of the Borrower, any Liens created by any Loan Document in respect of Party constitutes or becomes an Excluded Asset, the Liens under the Loan Documents on such Equity Interests or assets shall automatically 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 in connection with to evidence such automatic release of any the Liens created by any the Loan Document Documents in respect of such Equity Interests or assetsassets that are the subject of such disposition. (b) In the event a Loan Party becomes an Unrestricted Subsidiary, andbecomes an Excluded Subsidiary, or otherwise would not be required to become a Guarantor after the Funding Date in accordance with the case of a disposition Collateral and Guarantee Requirements, such Loan Party shall automatically be released from its Guarantee of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through mergerObligations, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement shall be automatically terminated and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral 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 Borrower, all at the Borrower’s sole expense, to terminate evidence such Subsidiary Loan PartySubsidiary’s obligations under the Collateral Agreementautomatic release from its Guarantee. In addition, with respect to any Immaterial Subsidiary that has provided a Guarantee of the Obligations, upon request of the Borrower, such Immaterial Subsidiary shall automatically be released from its Guarantee of the Obligations, and the Administrative Agent agrees 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, all at the Borrower’s sole expense, to evidence such Immaterial Subsidiary’s automatic release from its Guarantee. (c) Except as otherwise expressly provided herein or in the other Loan Documents, any representation, warranty or covenant contained in any Loan Document relating to any Equity Interests or assets described in Section 9.18(a) or the Equity Interests or assets of any Subsidiary described in Section 9.18(b) shall no longer be deemed to be made once such Equity Interest or asset or such Subsidiary is so conveyed, sold, leased, assigned, transferred or disposed of or such Subsidiary is so released from its Guarantee in accordance with Section 9.18(a) or (b), as applicable. (d) 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 the Payment in Full has occurred. At such time, the Administrative Agent and the Collateral Agent agree to promptly take such actions as are reasonably requested requested, including a customary payoff letter without a release of claims by Holdings or the Loan Parties, by the Borrower and at the Borrower’s expense to terminate evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents when all Documents. (e) Notwithstanding anything to the Obligations (other than Obligations contrary in respect the Loan Documents, the Collateral Agent shall have no obligation to release any Collateral or guarantees under any Loan Document unless it shall have first received a certificate from a Responsible Officer of (i) Specified Hedge Agreements and Cash Management Obligations the Borrower certifying 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 such release is permitted under the Loan Documents, and the Commitments are terminatedCollateral Agent may rely conclusively on any such certificate from a Responsible Officer of the Borrower as to whether such release is permitted. Any such certificate from a Responsible Officer of the Borrower shall be full warranty and protection to the Collateral Agent for any action taken, suffered or omitted by it under the provisions of this Agreement and the other Loan Documents.

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 any of the Equity Interests or assets of any Loan Party (person other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) 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, at the request of the Borrower, any Liens and all security interests created by any Loan Document the Collateral Documents in respect of Collateral owned by such Equity Interests or assets Guarantor shall be automatically released and released, upon 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 and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity 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 this Agreement as a result of which such Subsidiary Loan Party would cease Guarantor ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary (other than pursuant to clause (v) of the definition of “Excluded Subsidiary”), 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 execute and deliver to any Loan Party, at such Subsidiary Loan Party’s obligations under 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 126 Assets (as defined in the Pledge and Security Agreement), to effect, to file or register in any office, or to evidence the release of any security interest created by the Collateral Agreement shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take Documents in 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 the Collateral Agreementassets. 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 granted pursuant to the Collateral Documents after receipt of documentation and certificates reasonably requested by the Agent and security interests created by the Loan 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 assertedasserted 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) are have been paid in full and all Commitments and Letters of Credit terminated. Each of the Commitments are terminatedSecured 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 (x) 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 Liens and in each case pursuant to documents reasonably acceptable to the Agent and (y) provide a written acknowledgment to the lender (or agent for the benefit of the lenders) of any indebtedness of a Fund secured by a Lien granted by a Loan Party (as permitted by Section 6.2(h)(x)) on assets excluded from constituting Collateral pursuant to clause (l) of Section 2.2 of the Pledge and Security Agreement, that the assets covered by such Lien do not constitute Collateral, subject to the receipt by the Agent, in form and substance reasonably satisfactory to the Agent, of such certifications of, and other assurances from, such Loan Party (or the Parent) with respect to such matters as the Agent may reasonably request.

Release of Liens and Guarantees. In (a) The Guarantees made under the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of Master Guaranty Agreement and the Parent Guaranty and the Liens created under the Security Documents shall automatically terminate and be released when all or any portion of any of the Equity Interests or assets of any Loan Party Obligations (other than Equity Interests (i) contingent obligations for indemnification, expense reimbursement or tax or yield protection as to which no claim has been made, (ii) Designated Cash Management Obligations, (iii) Designated Swap Obligations for which arrangements satisfactory to a counterparty have been made, (iv) Letters of Credit denominated in Dollars which have been cash collateralized at 103% of the Borrowerface amount of such Letter of Credit or for which other arrangements satisfactory an Issuing Bank have been made and (v) to a Person that is not (and is not required to become) a Loan Party Letters of Credit denominated in a transaction not prohibited Foreign Currency which have been cash collateralized at 105% of the Dollar Equivalent of the face amount of such Letter of Credit or for which arrangements satisfactory an Issuing Bank have been made) have been paid in full in cash, the Lenders have no further commitment to lend under this Agreement and the Issuing Banks have no further obligation to issue, amend or extend Letters of Credit under this Agreement. (b) Except with respect to Dart, a Subsidiary Guarantor shall automatically be released from its obligations under the Master Guaranty Agreement and the Security Documents, and all security interests created by the Loan Documents, at the request of the Borrower, any Liens created Security Documents in Collateral owned by any Loan Document in respect of such Equity Interests or assets Subsidiary Guarantor shall be automatically released and released, upon 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 and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity 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 this Agreement as a result of which such Subsidiary Loan Party would cease Guarantor ceases to be a Restricted Subsidiary; provided that (i) 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 and (ii) the release of Subsidiary Loan Party’s obligations Guarantors comprising substantially all of the value of the Guarantees created under the Master Guarantee shall be subject to Section 9.02(b)(xi). (c) Upon any Disposition by the Parent Borrower or any Subsidiary Guarantor (other than to the Parent Borrower or any other Subsidiary Guarantor, or to any Subsidiary that, upon the consummation of such Disposition, would be required to become a Subsidiary Guarantor) of any Collateral Agreement (other than any Collateral under, and as defined in, the Dart Security Agreement) 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 pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents shall be automatically terminated and released; provided that any release of all or substantially of the Collateral (as defined in the Master Collateral Agreement) shall be subject to Section 9.02(b)(xii). (d) Liens on Collateral shall be automatically released as set forth in Section 5.17(a). (e) In connection with any termination or release pursuant to this Section 9.17, the Administrative Agent shall promptly (execute and deliver to the Lenders hereby authorize Parent Borrower, at the Parent Borrower’s expense, all documents that the Parent Borrower shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.17 shall be without recourse to or warranty by the Administrative Agent to) Agent. Each of the Secured Parties irrevocably authorizes the Administrative Agent, at its option and at in its discretion, to effect the Borrower’s expense take such action releases and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreementgive directions set forth in this Section 9.17. In additionthe event of any conflict between the provisions of this Section 9.17 and any release or termination provisions set forth in any Security Document, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower provisions of this Section 9.17 shall govern and at the Borrower’s expense to terminate the Liens and security interests created by the Loan 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 the Commitments are terminatedcontrol.

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 any of the Equity Interests Capital Stock or assets of any Loan Party (other than Equity Interests of the Borrower) 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 Documents, at the request of the Borrower, any Liens created by any Loan Document Documents in respect of such Equity Interests Capital Stock or assets shall automatically terminate and be automatically released 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 Holdings or the Borrower and at the Borrower’s expense in connection with to further document and evidence such termination and release of any Liens created by any Loan Document in respect of such Equity Interests Capital Stock or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by under this Agreement the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary is that a Loan Party would cease to be a Restricted Subsidiary or would become an Immaterial Subsidiary, the Guarantees created by the Loan Documents in respect of such Subsidiary Loan Party’s obligations Party (and all security interests granted by such Guarantor under the Collateral Agreement Loan Documents) shall automatically terminate and be automatically terminated 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) 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 the Collateral Agreement. 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 further document and evidence such termination and release of such security interests and such Loan Party’s Guarantee in respect of the Secured Obligations (including its Guarantee under the Guarantee Agreement). Any representation, warranty or covenant contained in any Loan Document relating to any such Capital Stock, asset or Subsidiary of any Loan Party shall no longer be deemed to be made with respect thereto once such Capital Stock or asset or Subsidiary is so conveyed, sold, leased, assigned, transferred or disposed of. (b) Upon the Payment in Full of the Secured Obligations (other than contingent reimbursement and indemnification obligations, in each case in respect of which no claim for payment has been asserted by the Person entitled thereto) and the termination or expiration of the Commitments, all Liens created by the Loan Documents when all 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 Liens created by the Loan Documents, and the Guarantees created by the Loan Documents in respect of the Guarantors 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 the Guarantors’ Guarantees in respect of the Obligations (other than Obligations in respect including the Guarantees under the Guarantee Agreement); provided, however, that the foregoing provisions 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 assertedthis Section 9.18(b) are paid in full and subject to the Commitments are terminatedreinstatement provisions of the Guarantee Agreement or Security Agreement, as the case may be.

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 any of the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by shall automatically be released from its obligations under the Loan Documents, at the request of the Borrower, any Liens and all security interests created by any the Security Documents in Collateral owned by such Subsidiary Loan Document in respect of such Equity Interests or assets Party shall be automatically released and released, (1) upon 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 and at the Borrower’s expense in connection with such release consummation of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity 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 this Agreement as a result of which such Subsidiary Loan Party would cease ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or designation as an Unrestricted Subsidiary), (2) upon the request of the Borrower in connection with a transaction permitted by this Agreement, as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary (it being understood that, without duplication of any other utilization of Investment capacity in connection therewith, if Holdings or any Restricted Subsidiary shall continue to hold any Investment by a Loan Party in a Restricted Subsidiary that is not a Loan Party in an amount equal to the fair market value of such retained Investment), (3) upon the request of the Borrower, if such Subsidiary Loan Party becomes a Regulated Subsidiary or an Excluded Subsidiary (other than (i) any Subsidiary Loan Party that becomes an Excluded Subsidiary solely as a result of ceasing to be a Wholly Owned Subsidiary and (ii) any Excluded Subsidiary that the Borrower, in its sole discretion, elects to maintain as a Guarantor) or (4) upon the written request of the Borrower to the Administrative Agent, if the Borrower elects to cause any Excluded Subsidiary (other than any Subsidiary Loan Party that is not required to be a Subsidiary Loan Party solely as a result of (i) being a Foreign Subsidiary and/or (ii) not being a Wholly Owned Subsidiary) that the Borrower previously elected to cause to become or remain a Subsidiary Loan Party to no longer be designated as a Subsidiary Loan Party’s ; provided that, for the avoidance of doubt, (i) any such release shall constitute an Investment in such Subsidiary by the Borrower as of the date of such release and (ii) any Indebtedness or Liens of any such Subsidiary existing at the time of such release shall be deemed to be incurred by a Restricted Subsidiary that is not a Subsidiary Loan Party as of the date of such release. 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 the occurrence of the Termination Date, all obligations under the Collateral Agreement shall be automatically terminated Loan Documents and the Administrative Agent shall promptly (and 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 the Collateral Agreement. 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 all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section or if a Loan Party requests the Administrative Agent to confirm that its Lien granted under the Security Documents when all does not attach to specified Excluded Assets, the Obligations (other than Obligations Administrative Agent shall, at such Loan Party’s expense, return any possessory collateral held by it in respect of (i) Specified Hedge Agreements any Collateral so released, and Cash Management Obligations that are not then due execute 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.deliver

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 (other than Equity Interests of 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 Documents, at the request of the BorrowerSection 6.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative 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 in connection with such the release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents Section 6.05 (including through merger, consolidation, amalgamation or otherwise) to a person that is not (and is not required to become) a Loan Party and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement its Guarantee shall be automatically terminated and the Administrative Agent shall promptly (and 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 the Collateral Agreementits Guarantee. In addition, the Administrative Collateral 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 Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification Obligations and expense reimbursement obligations that are not yet due and payable and for which claims to the extent no claim therefor has been assertedmade) are paid in full and the Commitments are terminatedfull.

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 Loan Party (other than the Equity Interests of 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 Documentsthis Agreement, 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 then 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 and at the Borrower’s expense in connection with such to release of any Liens created by any Loan Document in respect of such assets or Equity Interests or assetsinterests, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted not prohibited by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) this Agreement and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan 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) 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 or Holdings’ obligations, as applicable, under the Guarantee and Collateral Agreement or the Holdings Guarantee and Pledge Agreement. 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 Obligations in respect of (i) Specified Hedge Agreements contingent indemnities and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and expense reimbursement obligations that are not yet due and payable and for which to the extent no claim therefor has been assertedmade) are paid in full and the 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 or subsidiary 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 or assets of any Subsidiary Loan Party (other than Equity Interests of the Borrower)) to a Person person that is not (and is not required to become) a Loan Party in a -125- transaction not prohibited by Section 6.06 or 6.07, 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 Administrative Agent and the Administrative 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 in connection with such to release of any Liens created by any Loan Document in respect of such assets or Equity Interests or assetsInterests, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) that is not a Borrower in such a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan 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) 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 's obligations under its Guarantee. The Administrative Agent and the Collateral AgreementAgent agree 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 Bidco Pledge to the extent terminating by its terms at such time, on the Restructuring Date. In addition, the Administrative Agent agrees 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 terminate the Liens and security interests created by the Loan 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 the Commitments are terminatedfull. 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. (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 any of its assets (including the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrowerits 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, at Documents (other than any sale or conveyance of any assets to Eddy County in connection with the request of the BorrowerIRB Transactions) or (ii) any Restricted Subsidiary becomes an Unrestricted Subsidiary (other than any Included Entity, any Liens created by Ohio Joint Venture or, from and after the Opt-In Time, the Double E Joint Venture), then, in any Loan Document in respect of such Equity Interests or assets shall be automatically released cases, the Administrative Agent and the Administrative 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 sole cost and expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests Interests, Subsidiary Loan Party or assetsassets that are the subject of such disposition, and, release any Liens created by any Loan Document in the case respect of a disposition of the 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 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 ceases to be a Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Subsidiary Loan Party would cease Equity Interests or assets shall no longer be deemed to be a Restricted Subsidiarymade once such Equity Interests or assets are so conveyed, such Subsidiary Loan Party’s obligations sold, leased, assigned, transferred or disposed of. Any sale or conveyance of any assets to Eddy County in connection with the IRB Transactions shall be subject to all Liens thereon created under the Collateral Agreement shall be automatically terminated Loan Documents, and the Administrative Agent shall promptly (and 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 Liens created under the Collateral Agreement. 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 Obligations shall continue 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 terminatedeffect after such sale or conveyance.”

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 any of its assets (including the Equity Interests or assets of any Loan Party (other than Equity Interests of the Borrowerits 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 or (ii) any Subsidiary Loan Party becomes an Unrestricted Subsidiary, at the request of the Borrowerthen, in any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released cases, the Administrative Agent and the Administrative 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 sole cost and expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assetsInterests, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than or assets that are the Borrower) 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 transaction permitted by Person that ceases to be a Subsidiary of the Borrower or ceases to be a Subsidiary Loan Documents (including through merger, consolidation, amalgamation or otherwise) and 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. (b) When all the Obligations are paid in full in cash and Commitments are terminated (other than (i) contingent indemnification obligations, (ii) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (iii) obligations and liabilities under Letters of Credit, which such Subsidiary shall be cash collateralized in full or as to which arrangements otherwise satisfactory to the applicable Issuing Bank shall have been made), the Collateral Documents, the Guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party would cease to shall automatically be a Restricted Subsidiary, such Subsidiary Loan Party’s released from its obligations under thereunder and the security interests in the Collateral Agreement granted by any Loan Party shall automatically be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrower’s expense take released. At 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 the Collateral Agreement. In additiontime, the Administrative Agent agrees and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate evidence and effectuate such termination and release of the Guarantees, Liens and security interests created by the Loan Documents when all Documents. (c) Authorizations for each release and termination specified in this Section 9.18 shall be required only to 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 terminatedextent required by Section 8.10.

Release of Liens and Guarantees. (a) In the event that either Borrower or any Loan Party Subsidiary conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests Capital Stock, assets or assets property of BarTech or any Loan Party (other than Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party Subsidiaries in a transaction not prohibited by Section 6.05 or Section 6.12, 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 Administrative Agent and the Administrative 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 BarTech and at the Borrower’s BarTech's expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests Capital Stock, assets or assetsproperty, and, in the case of a disposition of all or substantially all the Equity Interests Capital Stock or assets of any Subsidiary Loan Party Guarantor, terminate such Guarantor's obligations under the Guarantee Agreement. (b) Upon the consummation by BarTech of one or more issuances of its Capital Stock (other than Disqualified Capital Stock) on a primary basis for gross proceeds of not less than $40,000,000, the Borrower) in a transaction permitted by the Loan Documents (including through merger, consolidation, amalgamation or otherwise) Administrative Agent and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan 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, the Collateral Agent and the Indenture Collateral Agent to) and at the Borrower’s expense take such action and execute any such documents as may be reasonably requested by Holdings the Principal Pledgors and the Management Stockholders, and at the expense of the Principal Pledgors and the Management Stockholders, as applicable, to release any Liens created by the Pledge Agreements in respect of the Capital Stock of BarTech pledged by such persons pursuant to the Pledge Agreements, provided that, at the time of such release, no Default or the Borrower to terminate such Subsidiary Loan Party’s obligations under Event of Default shall have occurred and be continuing. (c) The Administrative Agent and the Collateral Agreement. In addition, the Administrative Agent agrees agree to take such actions as are reasonably requested by Holdings or the Borrower BarTech and at the Borrower’s such BarTech's expense to terminate the Liens and security interests created by the Loan 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 the all Letters of Credit and Commitments are terminated. (d) Any representation, warranty or covenant contained in any Loan Document relating to any Capital Stock, assets, property or Subsidiary shall no longer be deemed to be made once such Capital Stock, assets, property or Subsidiary is conveyed, sold, leased, assigned, transferred or disposed of in accordance with the terms of 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 any of the Equity Interests or assets of any Subsidiary Loan Party (other than Equity Interests of the Borrower) 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 Loan Documents, at the request of the BorrowerSection 6.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative 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 Holdings or the Borrower and at the Borrower’s expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents (including through mergerSection 6.05, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted SubsidiarySubsidiary Loan Party, such Subsidiary Loan Party’s obligations under the Collateral Agreement its Guaranty shall be automatically terminated and the Administrative Agent and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and/or the Collateral 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 the Collateral Agreementits Guaranty. In addition, the Administrative Agent and/or the Collateral Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to release the Guarantees and to terminate the Liens and security interests created by the Loan 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 expense reimbursement obligations that are not yet due and payable and for which no claim has been assertedmade) are paid in full and the 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 (other than Equity Interests of 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 Documents, at the request of the BorrowerSection 7.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released 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 Representative and at the BorrowerBorrower Representative’s expense in connection with such to release of any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party (other than the Borrower) in a transaction permitted by the Loan Documents Section 7.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, such Subsidiary Loan Party’s obligations under the Collateral Agreement Loan Documents shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders Lender hereby authorize authorizes 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 Representative to terminate such Subsidiary Loan Party’s obligations under the Collateral AgreementLoan Documents. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower Representative and at the BorrowerBorrower Representative’s expense to terminate the Liens and security interests created by the Loan Documents when all the DIP Term Credit 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 assertedobligations) are paid in full and the Commitments are terminated.full. WEIL:\95600350\24\51014.0080