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 any of its assets (including any Equity Interests) to a 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 Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor), and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor would cease to be a 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 Guarantor’s obligations under the Guarantee and Collateral 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) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party equity holder conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets (including any Equity Interests) of the Subsidiary Guarantor to a 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, or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, the Administrative Agent and 6.05 the Collateral Agent Agent, without any recourse to or representation by it, shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any the Subsidiary Guarantor in a transaction permitted by Section 6.05 and as a result of which such the Subsidiary Guarantor would cease to be a Wholly Owned Domestic Subsidiary, or in terminate the case of a designation of a Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to Section 5.13, evidence the termination of such Subsidiary Guarantor’s obligations under the its Guarantee and Collateral Agreement. In addition(and, in each case, the Administrative Agent and the Collateral Agent agree 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 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 sale, 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. In addition, the Collateral Agent agrees, without any recourse to or representation by it, to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification obligations and expense reimbursement claims to the extent no claim therefore has been made) are paid in full and all Letters of Credit and Commitments are terminated. 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. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets (including of any Equity Interests) Subsidiary Loan Party to a 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 Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower Borrowers and at the Borrower’s Borrowers’ expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 terminate such Subsidiary GuarantorLoan Party’s obligations under the Guarantee and Collateral Agreementits Guarantee. In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower Borrowers and at the Borrower’s Borrowers’ expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification Obligations and expense reimbursement claims to the extent no claim therefore has been made) are paid in full and all Letters of Credit and Commitments are terminated. In addition, immediately prior to the consummation of a Qualified IPO, the Guarantee incurred by Holdings of the Obligations shall automatically terminate. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower 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. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets (including of any Equity Interests) Subsidiary Loan Party to a 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 Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence in connection with the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 GuarantorLoan Party’s obligations under its Guarantee of the Obligations shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under its Guarantee and Collateral Agreementof the Obligations. In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification Obligations and expense reimbursement claims to the extent no claim therefor has been made) are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower Holdings shall no longer be deemed to be made once such Equity Interests Interest or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests of any Subsidiary Loan Party or assets (including of any Equity Interests) Loan Party to a person 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 Section 6.05, or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13this Agreement, the Administrative Agent Lien on such Equity Interests or assets shall be automatically released and the Collateral Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such Equity Interests or assets (oror the Equity Interests and assets of an Unrestricted Subsidiary, and, 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 or a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted not prohibited by Section 6.05 this Agreement and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 terminate such Subsidiary GuarantorLoan Party’s obligations under the Guarantee and Collateral Agreementits Guarantee. In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminatedduring 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, leased, assigned, transferred or disposed ofof in accordance with this Agreement. In additionNotwithstanding anything to the contrary contained herein or any other Loan Document, when all 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 Collateral Agent Borrower’s expense as shall promptly 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 the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by all obligations under any Loan Document (other than contingent indemnification obligations and other contingent obligations and obligations that survive termination of the Loan Documents pursuant to the terms thereof), whether or not on the date of such release there may be any (i) Hedging Obligations in respect of Collateral constituting Receivables Assets any Secured Hedge Agreements, (ii) Cash Management Obligations in connection with respect of any Permitted Receivables FinancingSecured Cash Management Agreements and (iii) contingent indemnification obligations and other contingent obligations. Any requirement for the Collateral Agent to take such action to evidence the releases release of any Liens as set forth above Obligations shall be deemed subject to the Collateral Agent’s receipt provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Subsidiary Loan Party, or upon or as a result of the appointment of a certification by receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower and applicable or any Subsidiary Loan Party stating that or any substantial part of its property, or otherwise, all as though such transaction is in compliance with the Credit Agreement and the other Loan Documentspayment had not been made.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets (including of any Equity Interests) Subsidiary Loan Party to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.057.05, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Holdcos or any Borrower and at the Borrower’s Borrowers’ expense to release or evidence the release of any Liens created by any Loan Document in respect of such assets Equity Interests or assets. In the event of (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 x) a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 7.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic Subsidiary, or in (y) the case of a designation of a any Subsidiary Guarantor Loan Party as an Unrestricted Subsidiary pursuant to Section 5.13Subsidiary, evidence the termination of in each case, such Subsidiary GuarantorLoan Party’s obligations under the Guarantee Loan Documents shall be automatically terminated and Collateral Agreementthe Administrative Agent shall promptly (and the Lender hereby authorizes the Administrative Agent to) take such action and execute such documents at the Borrowers’ expense as may be reasonably requested by the Holdcos or any Borrower to terminate such Subsidiary Loan Party’s obligations under the Loan Documents. In addition, the Administrative Agent and the Collateral Agent agree agrees (a) to take such actions as are reasonably requested by the any Borrower and at the Borrower’s Borrowers’ expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the ABL Credit Obligations (other than contingent indemnification obligations) 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 Commitments are terminated. Any representation, warranty (b) to enter into any Secured Debt Intercreditor Agreement or covenant contained Bowling Green Real Estate Intercreditor Arrangements (in any Loan Document relating each case in the circumstances and on those terms contemplated by this Agreement) and to any take 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 actions (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent toexecute all documents) take such action and execute any such documents as may be are reasonably requested by the Holdcos or any Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for such Secured Debt Intercreditor Agreement or the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan DocumentsBowling Green Real Estate Intercreditor Arrangements.

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 the Equity Interests or assets (including of any Equity Interests) Subsidiary Loan Party to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.057.05, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 7.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 GuarantorLoan Party’s obligations under the Guarantee Loan Documents shall be automatically terminated and Collateral Agreementthe Administrative Agent shall promptly (and the Lender hereby authorizes the Administrative Agent to) take such action and execute such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Loan Documents. In addition, the Administrative Agent and the Collateral Agent agree agrees (a) to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Term Credit Obligations (other than contingent indemnification obligations) are paid in full and all Letters of Credit (b) to enter into any Secured Debt Intercreditor Agreement (in the circumstances and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating on those terms contemplated by this Agreement and to any take 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 actions (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent toexecute all documents) take such action and execute any such documents as may be are reasonably requested by Holdings or the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan DocumentsSecured Debt Intercreditor Agreement.

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 its the Equity Interests or assets (including of any Equity Interests) Subsidiary Guarantor to a 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, or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, the Administrative Agent and 6.05 the Collateral Agent Agent, without any recourse to or representation by it, 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 Borrowers and at the Borrower’s Borrowers’ expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor would cease to be a 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 terminate such Subsidiary Guarantor’s obligations under the its Guarantee and Collateral Agreement. In addition(and, in each case, the Administrative Agent and the Collateral Agent agree 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 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 sale, 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. In addition, the Collateral Agent agrees, without any recourse to or representation by it, to take such actions as are reasonably requested by the Borrower Borrowers and at the Borrower’s Borrowers’ expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification obligations and expense reimbursement claims to the extent no claim therefore has been made) are paid in full and all Letters of Credit and Commitments are terminated. 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 any 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, any 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 a Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.171

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 the Equity Interests or assets of any Loan Party (including any other than the Equity InterestsInterests 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 Section 6.05this Agreement, or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, then the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)or Equity interests, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 this Agreement and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 terminate such Subsidiary GuarantorLoan Party’s obligations under the Guarantee Guaranty Agreement, Collateral Agreement and Collateral Agreementany 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 permitted if such Investment of all such assets is permitted under Section 6.04 for such release to be permitted hereunder. In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnities and expense reimbursement obligations to the extent no claim therefor has been made) are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, 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. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets (including of any Equity Interests) Loan Party to a person Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, the Administrative Agent assets shall be automatically released and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower Borrowers and at the Borrower’s Borrowers’ expense to evidence in connection with the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by 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 Guarantor Loan Party would cease to be a 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 GuarantorLoan Party’s obligations hereunder and under the its Guarantee shall be automatically terminated and Collateral 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) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower (at the BorrowerBorrowers to terminate such Loan Party’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financingobligations hereunder and under its Guarantee. Any requirement for In addition, the Collateral Agent agrees to take such action actions as are reasonably requested by Holdings or the Borrowers and at the Borrowers’ expense to evidence terminate the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification and security interests created by the Borrower and applicable Loan Party stating that such transaction is in compliance with Documents on the Credit Agreement and the other Loan DocumentsTermination 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 its the Equity Interests or assets of any Loan Party (including any other than Equity InterestsInterests of the Borrowers) 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 or any Loan Party becomes an Excluded Subsidiary Guarantor is designated or ceases to be a Restricted Subsidiary as an Unrestricted Subsidiary pursuant a result of a transaction permitted hereunder, at the request of Holdings, any Liens created by any Loan Document in respect of such Equity Interests or assets shall, to Section 5.13the extent permitted under any applicable law, be automatically be released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower Borrowers and at the Borrower’s Borrowers’ expense to evidence the in connection with such release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party (other than the Borrowers) in a transaction permitted by Section 6.05 the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic Restricted 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 GuarantorLoan Party’s obligations under the Guarantee applicable Security Documents shall, to the extent permitted under any applicable law, be automatically terminated and Collateral Agreementthe Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrowers’ expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrowers to terminate such Subsidiary Loan Party’s obligations under the applicable Security Documents. In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower Borrowers and at the Borrower’s Borrowers’ expense to evidence the termination of 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 (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in full and all Letters of Credit and the Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets of any Loan Party (including any other than Equity InterestsInterests of 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 6.05the Loan Documents, at the request of the Borrower Representative, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower Representative and at the Borrower’s Borrowers’ expense to evidence the in connection with such release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party (other than a Borrower) in a transaction permitted by Section 6.05 the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic Restricted 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 GuarantorLoan Party’s obligations under this Agreement and the Guarantee 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 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 and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower Representative and at the Borrower’s Borrowers’ expense to evidence the termination of 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 all Commitments are terminated and all Letters of Credit and Commitments are expired, terminated. Any representation, warranty cash collateralized or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject backstopped on terms satisfactory to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan DocumentsIssuing 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 the Equity Interests or assets (including of any Equity Interests) Loan Party to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence in connection with the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic SubsidiarySubsidiary Loan Party, 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 GuarantorLoan Party’s obligations under the its Guarantee shall be automatically terminated and Collateral 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 and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower (to terminate such Subsidiary Loan Party’s obligations under its 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) expense to evidence terminate the release of any Liens and security interests created by any the Loan Document Documents when all the Obligations (other than in respect of Collateral constituting Receivables Assets contingent indemnification, expense reimbursement obligations for which no claim has been made and Cash Management Obligations) are paid in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases full and all Letters of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower Credit are cash collateralized or terminated and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan DocumentsCommitments are terminated.

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 its the Equity Interests or assets (including of any Equity Interests) Subsidiary Guarantor to a 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, or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, the Administrative Agent and 6.05 the Collateral Agent Agent, without any recourse to or representation by it, shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor would cease to be a 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 terminate such Subsidiary Guarantor’s obligations under the its Guarantee and Collateral Agreement. In addition(and, in each case, the Administrative Agent and the Collateral Agent agree 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 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 sale, 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. In addition, the Collateral Agent agrees, without any recourse to or representation by it, to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification obligations and expense reimbursement claims to the extent no claim therefore has been made) are paid in full and all Letters of Credit and Commitments are terminated. 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. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets of any Subsidiary Loan Party (including any other than the Equity InterestsInterests of the Borrower) to a 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 Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s 's expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party that is not the Borrower in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 terminate such Subsidiary Guarantor’s Loan Party's obligations under the Guarantee and Collateral Agreementits Guarantee. In addition, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s 's expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower 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. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its assets (including the Equity Interests of any Equity InterestsSubsidiary Loan Party (other than a Borrower)) to a 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 Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Term Borrower and at the Term Borrower’s 's expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)or Equity Interests, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party that is not a Borrower in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 terminate such Subsidiary Guarantor’s Loan Party's obligations under its Guarantee. The Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the 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 and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Term Borrower and at the Term Borrower’s 's expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower 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. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any Equity Interestsof its Subsidiaries) 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 5.13the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition. 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 (oras defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the case Collateral granted by any Loan Party shall be automatically released, upon the Discharge of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of Obligations. At such Subsidiary Guarantor), and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor would cease to be a 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 Guarantor’s obligations under the Guarantee and Collateral Agreement. In additiontime, 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 and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets (including of any Equity Interests) Subsidiary Loan Party to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence in connection with the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 GuarantorLoan Party’s obligations under the its Guarantee shall be automatically terminated and Collateral 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) 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. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expenseexpense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification Obligations and expense reimbursement claims to the extent no claim therefor has been made) are paid in full and all Letters of Credit and Commitments are terminated. Without limiting the foregoing, upon the consummation of a Borrower Qualified IPO, Holdings shall be released from its Guarantee, shall cease to evidence the release of be a Loan Party, and any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with Documents on 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 assets or Equity Interests owned by Holdings shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documentsreleased.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party or any of its other assets (including any other than the Equity InterestsInterests 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 any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, the Administrative Agent and the Collateral Agent shall shall, in each case, promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party that is not the Borrower in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 terminate such Subsidiary GuarantorLoan Party’s obligations under the Guarantee and Collateral Agreementits Guarantee. In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, 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, 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 assets that is permitted by Section 6.02(i) and (ii) in the Collateral Agent event that the Borrower shall promptly (and the Lenders hereby authorize have advised the Administrative Agent and that, notwithstanding the Collateral Agent to) take such action and execute any such documents as may be reasonably requested use by the Borrower of commercially reasonable efforts to obtain the consent of such holder (at but without the Borrower’s expenserequirement to pay any sums to obtain such consent) to evidence permit the release Administrative Agent to retain its liens (on a subordinated basis as contemplated by clause (i) above), the holder of any such Lien on such assets permitted by Section 6.02(i) requires, as a condition to the extension of such credit, that the Liens created on such assets granted to or held by the Administrative Agent under any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for be released, to release the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Administrative Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that Liens on such transaction is in compliance with the Credit Agreement and the other Loan Documentsassets.

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 the Equity Interests or assets (including of any Equity Interests) Loan Party to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence in connection with the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic SubsidiarySubsidiary Loan Party, 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 GuarantorLoan Party’s obligations under the its Guarantee shall be automatically terminated and Collateral 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 and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower (to terminate such Subsidiary Loan Party’s obligations under its 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) expense to evidence terminate the release of any Liens and security interests created by any the Loan Document Documents when all the Obligations (other than in respect of Collateral constituting Receivables Assets contingent indemnification, expense reimbursement obligations for which no claim has been made and Cash Management Obligations) are paid in connection with any Permitted Receivables Financingfull and all Letters of Credit are cash collateralized or terminated and Commitments are terminated. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the 174 QDI – A&R Credit Agreement and the other Loan Documents.(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 its the Equity Interests or assets of any Loan Party (including any other than Equity InterestsInterests of a Borrower Party) to a person Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence in connection with the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party (other than a Borrower Party) in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic Restricted 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 GuarantorLoan Party’s obligations under the Guarantee and Collateral Agreement. In addition, the Administrative Agent this Agreement and the Collateral Agent agree to take such actions Agreement (as are reasonably requested by the Borrower applicable) shall be automatically terminated 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) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under this Agreement and the Collateral Agreement (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) expense to evidence terminate the release of any Liens and security interests created by any the Loan Document Documents when all the Obligations (other than Obligations in respect of Collateral constituting Receivables Assets Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases full and all Commitments are terminated Letters of any Liens as set forth above shall be subject Credit expired, terminated or cash collateralized on terms satisfactory to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan DocumentsIssuing 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 the Equity Interests or assets of any Loan Party (including any other than Equity InterestsInterests of a Borrowing Base Party) to a person Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the in connection with such release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party (other than a Borrowing Base Party) in a transaction permitted by Section 6.05 the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic Restricted 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 GuarantorLoan Party’s obligations under this Agreement and the Guarantee 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 and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the termination of 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 all Commitments are terminated Letters of Credit and Commitments are terminated. Any representationexpired, warranty terminated or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject cash collateralized on terms satisfactory to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan DocumentsIssuing 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 the Equity Interests or assets (including of any Equity Interests) Subsidiary Loan Party to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence in connection with the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 GuarantorLoan Party’s obligations under the its Guarantee shall be automatically terminated and Collateral 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) 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. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expenseexpense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification Obligations and expense reimbursement claims to the extent no claim therefor has been made) are paid in full and all Letters of Credit and Commitments are terminated. Without limiting the foregoing, upon the consummation of a Borrower Qualified IPO, Holdings shall be released from its Guarantee, shall cease to evidence the release of be a Loan Party, and any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with Documents on 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 assets or Equity Interests owned by Holdings shall be subject to the Collateral Agent’s receipt released. Table of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.Contents

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 its the Capital Stock or assets (including of any Equity Interests) Loan Party to a person Person that is not (and is not required hereunder 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 5.13permitted under this Agreement, the Administrative Agent Liens created by the Loan Documents in respect of such Capital Stock or assets shall automatically terminate and be released, without the requirement for any further action by any Person and the Collateral Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Parent or the Borrower and at the Borrower’s expense to further document and evidence the such termination and release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Capital Stock or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor in a transaction permitted by Section 6.05 and as a under this Agreement the result of which such Subsidiary Guarantor is that a Loan Party would cease to be a Wholly Owned Domestic Restricted Subsidiary or would become an Excluded 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 Guarantor’s obligations under the Guarantee and Collateral 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 Obligations created by the Loan Documents when all the Obligations are paid in full respect of such Loan Party (and all Letters of Credit security interests granted by such Guarantor under the Loan Documents) shall automatically terminate and Commitments are terminated. Any representationbe released, warranty or covenant contained in without the requirement for any Loan Document relating to further action by 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, Person and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Parent or the Borrower (and at the Borrower’s expense) expense to further document and evidence the such termination and release of any Liens created by 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 in respect of Collateral constituting Receivables Assets in connection with relating to any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases Capital Stock, asset or subsidiary 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 shall no longer be deemed to be made with respect thereto once such transaction Capital Stock or asset or Subsidiary is in compliance with the Credit Agreement and the other Loan Documentsso conveyed, sold, leased, assigned, transferred or disposed of.

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 Subsidiary disposes of all or otherwise disposes any portion of any of its assets (including any the Equity Interests) , assets or property owned by the Borrower or such Subsidiary in a transaction permitted by this Agreement to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05Party, any Liens granted with respect to such Equity Interests, assets or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary property pursuant to Section 5.13, the any Loan Document shall automatically and immediately terminate and be released. The Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize and instruct the Administrative Agent and the Collateral Agent to) after receipt of documentation and certificates reasonably requested by the Administrative Agent and/or the Collateral Agent take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the any such termination and release of any Liens created by any Loan Document described in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor), and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor would cease to be a 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 Guarantor’s obligations under the Guarantee and Collateral Agreementthis Section. 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 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 are (other than contingent obligations for which no claim has been asserted and letters of credit that have been 100% cash collateralized) have been paid in full and all 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 The Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action release or subordinate any Lien on any property granted to evidence or held by the releases 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 as set forth above shall be subject and in each case pursuant to documents reasonably acceptable to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets of any Loan Party (including any other than Equity InterestsInterests of 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 or any Loan Party becomes an Excluded Subsidiary Guarantor is designated or ceases to be a Restricted Subsidiary as an Unrestricted Subsidiary pursuant a result of a transaction permitted hereunder, at the request of Holdings, any Liens created by any Loan Document in respect of such Equity Interests or assets shall, to Section 5.13the extent permitted under any applicable law, be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower Holdings and at the Borrower’s Borrowers’ expense to evidence the in connection with such release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic Restricted 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 GuarantorLoan Party’s obligations under this Agreement and the Guarantee applicable Security Documents shall, to the extent permitted under any applicable law, be automatically terminated and Collateral Agreementthe Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrowers’ expense take such action and execute any such documents as may be reasonably requested by Holdings to terminate such Subsidiary Loan Party’s obligations under this Agreement and applicable Security Documents. In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by the Borrower Holdings and at the Borrower’s Borrowers’ expense to evidence the termination of 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 all Commitments are terminated and all Letters of Credit and Commitments are expired, terminated. Any representation, warranty cash collateralized or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject backstopped on terms satisfactory to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan DocumentsIssuing 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 the Equity Interests or assets (including of any Equity Interests) Subsidiary Loan Party to a 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 Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence in connection with the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 GuarantorLoan Party’s obligations under its Guarantee of the Obligations shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under its Guarantee and Collateral Agreementof the Obligations. In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification Obligations and expense reimbursement claims to the extent no claim therefor has been made) are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower Holdings shall no longer be deemed to be made once such Equity Interests Interest or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets of any Loan Party (including any other than Equity InterestsInterests of a Borrowing Base Party) to a person Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the in connection with such release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party (other than a Borrowing Base Party) in a transaction permitted by Section 6.05 the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic Restricted 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 GuarantorLoan Party’s obligations under this Agreement and the Guarantee 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 and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the termination of 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 all Commitments are terminated Letters of Credit and Commitments are terminated. Any representationexpired, warranty terminated or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject cash collateralized on terms satisfactory to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.Issuing Bank. 202

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 the Equity Interests or assets of any Loan Party (including any other than Equity InterestsInterests of the Borrower) to a person Person that is not (and is not required to become) a Loan Party in a transaction 174 not prohibited by Section 6.05the Loan Documents, at the request of the Borrower, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the in connection with such release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party (other than the Borrower) in a transaction permitted by Section 6.05 the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic Restricted 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 GuarantorLoan Party’s obligations under the Guarantee 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 and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the termination of 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 all Letters of Credit and the Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests of any Subsidiary Loan Party or any assets (including any Equity Interests) to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 6.05, and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic SubsidiarySubsidiary Loan Party, 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 GuarantorLoan Party’s obligations under the its Guarantee shall be automatically terminated and Collateral 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 and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower (to terminate such Subsidiary Loan Party’s obligations under its 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) expense to evidence terminate the release of any Liens and security interests created by any the Loan Document Documents when all the Obligations (other than in respect of Collateral constituting Receivables Assets contingent indemnification and expense reimbursement obligations for which no claim has been made) are paid in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases full and all Letters of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower Credit are cash collateralized or terminated and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan DocumentsCommitments are terminated.

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 its the Equity Interests or assets of any Loan Party (including any other than the Equity InterestsInterests of the U.S. Borrower) to a 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 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 Borrower (other than the U.S. Borrower) in a transaction not prohibited by this Agreement and as a result of which such Borrower would cease 183 to be a Subsidiary, such Borrower shall, immediately prior to the completion of any such disposition, pay the unpaid principal amount of all Loans made to such Borrower hereunder, together with all accrued but unpaid interest thereon and other fees and amounts owed by such Borrower hereunder (and, if applicable, repay all amounts to become due with respect to outstanding B/As of such Borrower hereunder) in accordance with the provisions of Section 6.052.11 and such Borrower shall thereafter cease for all purposes to have any of the rights or obligations of a Borrower hereunder, or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, (ii) the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the U.S. Borrower and at the Borrower’s Borrowers’ expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)or Equity Interests, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted not prohibited by Section 6.05 this Agreement and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic SubsidiarySubsidiary Loan Party (or upon a Qualified IPO, or in the case of a designation of a Subsidiary Guarantor as an Unrestricted Subsidiary pursuant with respect to Section 5.13Holdings), evidence the termination of terminate such Subsidiary GuarantorLoan Party’s obligations or Holdings’s obligations, as applicable, under the U.S. Guarantee and Collateral Agreement or the Foreign Guarantee Agreement, as applicable. In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the U.S. Borrower and at the Borrower’s Borrowers’ expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnities and expense reimbursement obligations to the extent no claim therefor has been made) are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, 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. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets (including of any Equity Interests) Subsidiary Loan Party to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.057.05, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Holdcos or the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 7.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 GuarantorLoan Party’s obligations under the Guarantee Loan Documents shall be automatically terminated and Collateral Agreementthe Administrative Agent shall promptly (and the Lender hereby authorizes the Administrative Agent to) take such action and execute such documents at the Borrower’s expense as may be reasonably requested by the Holdcos or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Loan Documents. In addition, the Administrative Agent and the Collateral Agent agree agrees (a) to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the ABL Credit Obligations (other than contingent indemnification obligations) 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 Commitments are terminated. Any representation, warranty or covenant contained (b) to enter into any Secured Debt Intercreditor Agreement (in any Loan Document relating the circumstances and on those terms contemplated by this Agreement) and to any take 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 actions (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent toexecute all documents) take such action and execute any such documents as may be are reasonably requested by the Holdcos or the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan DocumentsSecured Debt Intercreditor 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 its assets (including the Equity Interests of any Equity Interestsof its Subsidiaries) 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 (other than any sale or conveyance of any assets to Eddy County in connection with the IRB Transactions) or (ii) any Subsidiary Guarantor is designated as Loan Party becomes an Unrestricted Subsidiary pursuant to Section 5.13Subsidiary, then, in any of such cases, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s sole cost and expense to evidence the release of any Liens created by any Loan Document in respect of such Equity Interests, Subsidiary Loan Party or assets (orthat are the subject of such disposition and to release any Guarantees of the Obligations, and any Liens granted to secure the Obligations, in the each case by a Person that ceases to be a Subsidiary of the designation of Borrower or ceases to be 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 Guarantor in a transaction permitted by Section 6.05 and Loan Party as a result of which such Subsidiary Guarantor would cease to be a 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 Guarantor’s obligations under the Guarantee and Collateral 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 terminatedtransaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset Interests or subsidiary of the Borrower assets shall no longer be deemed to be made once such Equity Interests or asset is assets are so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release Any sale or conveyance of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets assets to Eddy County 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 IRB Transactions shall be subject to all Liens thereon created under the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents, and such Liens created under the Loan Documents shall continue in effect after such sale or conveyance.”

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets (including of any Equity Interests) Loan Party to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Parent or the Borrower and at the Borrower’s expense to evidence in connection with the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party (other than the Borrower) in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 GuarantorLoan Party’s obligations under the Guarantee Collateral Agreement shall be automatically terminated and Collateral 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) take such action and execute any such documents as may be reasonably requested by Parent or the Borrower (to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Parent or the Borrower and at the Borrower’s expense) expense to evidence terminate the release of any Liens and security interests created by any the Loan Document Documents when all the Obligations (other than Obligations in respect of Collateral constituting Receivables Assets Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases full and all Commitments are terminated Letters of any Liens as set forth above shall be subject Credit expired, terminated or cash collateralized on terms satisfactory to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan DocumentsIssuing 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 the Equity Interests or assets (including of the Borrower or any Equity Interests) Subsidiary Loan Party to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, 6.05 or the First Lien Administrative Agent shall release any Liens or any guarantee under the First Lien Loan Documents by a Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13Loan Party, then the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) (a) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s 's expense to evidence the release of release, share or subordinate any Liens created by any Second Lien Loan Document in respect of such assets (or, in the case or Equity Interests or terminate such Subsidiary Loan Party's obligations under its guarantee of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Second Lien Credit Agreement Obligations, and, (b) in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted not prohibited by Section 6.05 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic SubsidiarySubsidiary Loan Party, or in the case of a designation of a Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to Section 5.13, evidence the termination of terminate such Subsidiary Guarantor’s Loan Party's obligations under its guarantee of the Guarantee and Collateral AgreementSecond Lien Credit Agreement Obligations. In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by the Borrower and at the Borrower’s 's expense to evidence the termination of terminate the Liens and security interests created by the Second Lien Loan Documents when all the Second Lien Credit Agreement Obligations are paid in full and all Letters of Credit and 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. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. 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 Subsidiary disposes of all or otherwise disposes any portion of any of its assets (including any the Equity Interests) to a person that is not (and is not required to become) a Loan Party , assets or property owned by the Borrower or such Subsidiary in a transaction not prohibited by Section 6.05this Agreement, any Liens granted with respect to such Equity Interests, assets or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary property pursuant to Section 5.13, the any Loan Document shall automatically and immediately terminate and be released. The Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize and instruct the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the any such termination and release of any Liens created by any Loan Document described in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor), and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor would cease to be a 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 Guarantor’s obligations under the Guarantee and Collateral Agreementthis Section. 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 terminate the Liens and security interests created by the Loan Documents when all the Obligations are (other than contingent obligations for which no claim has been asserted) have been 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 The Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action release or subordinate any Lien on any property granted to evidence or held by the releases Collateral Agent under any Loan Document to the holder of any Liens as set forth above shall be subject Lien on such property that is permitted by Section 6.02(d) or (e) to the extent required by the terms of the obligations secured by such Xxxxx and in each case pursuant to documents reasonably acceptable to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. (a) In the event that (i) the Borrower or any Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any Equity Interestsof its Subsidiaries) 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 (other than any sale or conveyance of any assets to Eddy County in connection with the IRB Transactions) or (ii) any Restricted Subsidiary Guarantor is designated as becomes an Unrestricted Subsidiary pursuant to Section 5.13(other than any Included Entity, any Ohio Joint Venture or the Double E Joint Venture), then, in any of such cases, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s sole cost and expense to evidence the release of any Liens created by any Loan Document in respect of such Equity Interests, Subsidiary Loan Party or assets (or, in that are the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets subject of such Subsidiary Guarantor)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 Guarantor 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 transaction permitted by Section 6.05 and Person that ceases to be a Subsidiary of the Borrower or ceases to be a Subsidiary Loan Party as a result of which such Subsidiary Guarantor would cease to be a 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 Guarantor’s obligations under the Guarantee and Collateral 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 terminatedtransaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset Interests or subsidiary of the Borrower assets shall no longer be deemed to be made once such Equity Interests or asset is assets are so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release Any sale or conveyance of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets assets to Eddy County 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 IRB Transactions shall be subject to all Liens thereon created under the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents, and such Liens created under the Loan Documents shall continue in effect after such sale or conveyance.”

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests of any Subsidiary Loan Party or any assets (including other than the Equity Interests of any Equity InterestsFirst Tier Covenant Party) to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 6.05, and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic SubsidiarySubsidiary Loan Party, 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 GuarantorLoan Party’s obligations under the its Guarantee shall be automatically terminated and Collateral 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 and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower (to terminate such Subsidiary Loan Party’s obligations under its Guarantee. In addition, the Administrative Agent and the Collateral Agent each agree to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expenseexpense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) are paid in full and 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 evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests of any Subsidiary Loan Party or any assets (including any Equity Interests) to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 6.05, and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic SubsidiarySubsidiary Loan Party, 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 GuarantorLoan Party’s obligations under the Guarantee its Guaranty shall be automatically terminated and Collateral 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 and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower (to terminate such Subsidiary Loan Party’s obligations under its 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) expense to evidence release the release of any Guarantees and to terminate the Liens and security interests created by any the Loan Document Documents when all the Obligations (other than in respect of Collateral constituting Receivables Assets contingent indemnification and expense reimbursement obligations for which no claim has been made) are paid in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases full and all Letters of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower Credit are cash collateralized or terminated and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan DocumentsCommitments 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 its assets (including the Equity Interests of any Equity InterestsSubsidiary Loan Party (other than the Borrower)) to a person that is not (and is not required to become) a Loan Party in a -125- transaction not prohibited by Section 6.05, 6.06 or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.136.07, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s 's expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)or Equity Interests, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party that is not a Borrower in such a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 terminate such Subsidiary Guarantor’s Loan Party's obligations under the Guarantee and Collateral Agreementits Guarantee. In addition, the The Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower and at the Borrower’s 's expense to evidence terminate the termination of 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 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 are paid in full and all Letters of Credit and Commitments are terminatedfull. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower 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. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of any of its assets (including any Equity Interests) to a 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 5.136.05 of the First Out Facility, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor in a transaction permitted by Section 6.05 of the First Out Facility and as a result of which such Subsidiary Guarantor would cease to be a 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 Guarantor’s obligations under the Guarantee and Collateral under the Security and Intercreditor 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 discharged and all Letters of Credit and Commitments Participation Obligations are terminatedterminated (other than contingent indemnification obligations for which no claim has been asserted). Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit 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 the Equity Interests or assets of any Loan Party (including any other than the Equity InterestsInterests of the Borrower) to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05this Agreement, or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, then the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)or Equity interests, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted not prohibited by Section 6.05 this Agreement and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic SubsidiarySubsidiary Loan Party, or in the case of a designation of a Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to Section 5.13, evidence the termination of terminate such Subsidiary GuarantorLoan Party’s obligations or Holdings’s obligations, as applicable, under the Guarantee and Collateral Agreement. In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnities and expense reimbursement obligations to the extent no claim therefor has been made) are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, 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. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release Table of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.Contents

Release of Liens and Guarantees. In the event that any Loan Party Obligor conveys, sells, leases, assigns, transfers or otherwise disposes of any property or assets or all or any portion of its any of the Equity Interests or assets (including of any Equity Interests) other Obligor to a person Person that is not (and is not required to become) a Loan Party an Obligor, in each case in a transaction not prohibited by Section 6.05, Permitted Asset Disposition and/or Permitted Investment or any Subsidiary Guarantor is designated as in connection with the designation of an Unrestricted Subsidiary pursuant to Section 5.13or in connection with a pledge of the Equity Interests in joint ventures constituting Excluded Assets and permitted as a Permitted Lien, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower Borrowers, and at the Borrower’s expense Borrowers’ expense, to evidence the (i) release of any Liens created by any Loan Document in respect of such Equity Interests or assets and (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor), and, ii) in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Obligor in a transaction permitted by Section 6.05 Permitted Asset Disposition and/or Permitted Investment or in connection with the designation of an Unrestricted Subsidiary and as a result of which such Subsidiary Guarantor Obligor would cease to be a Wholly Owned Domestic Restricted 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 terminate such Subsidiary GuarantorObligor’s obligations under the Guarantee and Collateral 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 terminatedthis 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 the Borrower 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. In additionAt the request and sole expense of the Lead Borrower, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.):

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets (including of any Equity Interests) Subsidiary Loan Party to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.057.05, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Holdcos or any Borrower and at the Borrower’s Borrowers’ expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 7.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 GuarantorLoan Party’s obligations under the Guarantee Loan Documents shall be automatically terminated and Collateral Agreementthe Administrative Agent shall promptly (and the Lender hereby authorizes the Administrative Agent to) take such action and execute such documents at the Borrowers’ expense as may be reasonably requested by the Holdcos or any Borrower to terminate such Subsidiary Loan Party’s obligations under the Loan Documents. In addition, the Administrative Agent and the Collateral Agent agree agrees (a) to take such actions as are reasonably requested by the any Borrower and at the Borrower’s Borrowers’ expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the ABL Credit Obligations (other than contingent indemnification obligations) 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 Commitments are terminated. Any representation, warranty or covenant contained (b) to enter into any Secured Debt Intercreditor Agreement (in any Loan Document relating the circumstances and on those terms contemplated by this Agreement) and to any take 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 actions (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent toexecute all documents) take such action and execute any such documents as may be are reasonably requested by the Holdcos or any Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan DocumentsSecured Debt Intercreditor Agreement.

Release of Liens and Guarantees. In the event that Holdings, the Parent Borrower or any Loan Party Subsidiary conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Capital Stock, assets (including or property of the Parent Borrower or any Equity Interests) to a person that is not (and is not required to become) a Loan Party of the Subsidiaries 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 U.S. Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the U.S. Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Parent Borrower and at the Parent Borrower’s 's expense to evidence the release of any Liens created by any Loan Document in respect of such Capital Stock, assets (oror property, including the release and satisfaction of record of any mortgage or deed of trust granted in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)connection herewith, and, in the case of a disposition of all or substantially all the Equity Interests Capital Stock or assets of any Subsidiary Guarantor in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor would cease to be a Wholly Owned Domestic SubsidiaryGuarantor, or in the case of a designation of a Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to Section 5.13, evidence the termination of terminate such Subsidiary Guarantor’s 's obligations under the applicable Guarantee and Agreement. Notwithstanding the foregoing, neither the U.S. Administrative Agent nor the Collateral AgreementAgent will have any obligation to release, in connection with any conveyance, sale, lease, assignment, transfer or other disposition, any Lien created under the Pledge Agreement with respect to the Capital Stock of the Parent Borrower held by Holdings if such conveyance, sale, lease, assignment, transfer or other disposition, would result in a Change in Control. In addition, the U.S. Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Parent Borrower and at the Parent Borrower’s 's expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity InterestsCapital Stock, asset assets, property or subsidiary of the Borrower Subsidiary shall no longer be deemed to be made once such Equity Interests Capital Stock, assets or asset property is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.213

Release of Liens and Guarantees. In the event that 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 Company) or any of its assets (including any Equity Interests) to a person Person that is not (and is not required to become) a Domestic 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 Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the any Borrower and at the such Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party that is not a Borrower in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 terminate such Subsidiary GuarantorLoan Party’s obligations under the Guarantee and Collateral Agreementits Guarantee. In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by the any Borrower and at the such Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the 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 and under any Loan Document to the Collateral Agent holder of any Lien on such property that is permitted by Section 6.02(i) or (ii) in the event that the Company shall promptly (and the Lenders hereby authorize have advised the Administrative Agent and that, notwithstanding the Collateral Agent to) take such action and execute any such documents as may be reasonably requested use by the Borrower Company of commercially reasonable efforts to obtain the consent of such holder (at but without the Borrower’s expenserequirement to pay any sums to obtain such consent) to evidence permit the release Administrative Agent to retain its liens (on a subordinated basis as contemplated by clause (i) above), the holder of any such other Indebtedness requires, as a condition to the extension of such credit, that the Liens created on such assets granted to or held by the Administrative Agent under any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for be released, to release the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Administrative Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that Liens on such transaction is in compliance with the Credit Agreement and the other Loan Documentsassets.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any Equity Interestsof its Subsidiaries) to a person Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05the Loan Documents, the Liens on such assets and the guarantee obligations of any Subsidiary conveyed, sold, leased, assigned, transferred or otherwise disposed, in each case, shall automatically be released without any further action by the Loan Party, any Agent, any Joint Lead Arranger or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13Lender, and each of the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations. 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. Except with respect to any indemnity or other provision set forth in any Security Document which is expressly stated to survive termination thereof, the Security Documents, the guarantees made therein, the Security Interest (oras defined therein) and all other security interests granted thereby shall automatically terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the case Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of Issuing Banks shall have been made). At such Subsidiary Guarantor), and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor would cease to be a 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 Guarantor’s obligations under the Guarantee and Collateral Agreement. In additiontime, 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 and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminatedDocuments. Any representation, warranty or covenant contained The foregoing shall not alter in any Loan Document relating to any such Equity Interests, asset or subsidiary way the obligation of the Borrower shall no longer be deemed or any other Loan Party to be made once such Equity Interests apply, or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In additionsubject to the Lien under a Security Document, 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 Net Proceeds received from any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens conveyance, sale, lease, assignment, transfer or disposal, as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.this Agreement

Release of Liens and Guarantees. In the event that any Loan Party is designated as an Excluded Subsidiary or conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets (including of any Equity Interests) Loan Party to a 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 Liens created by any Loan Document in respect of such Unrestricted Subsidiary pursuant to Section 5.13, or Equity Interests or assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence in connection with the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Unrestricted Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)or Equity Interests or assets, and, in the case of either an Excluded Subsidiary or a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party (other than the Borrower) in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 GuarantorLoan 150 Party’s obligations under the Guarantee Collateral Agreement shall be automatically terminated and Collateral 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) take such action and execute any such documents as may be reasonably requested by the Borrower to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement; provided that if any Loan Party becomes an Excluded Subsidiary solely due to such Loan Party ceasing to be a Wholly-Owned Subsidiary as a result of a disposition of Equity Interests in (or issuance of Equity Interests by) such Loan Party to a third party, the Borrower shall be deemed to have made an Investment in such Unrestricted Subsidiary in an amount equal to the fair market value of the Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such released Subsidiary. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense) expense to evidence terminate the release of any Liens and security interests created by any the Loan Document Documents when all the Obligations (other than Obligations in respect of Collateral constituting Receivables Assets Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement full and the other Loan DocumentsCommitments are terminated.

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 Subsidiary disposes of all or otherwise disposes any portion of any of its assets (including any the Equity Interests) , assets or property owned by the Borrower or such Subsidiary to a any person that is not (and is not required to become) other than a Loan Party in a transaction not prohibited permitted by Section 6.05this Agreement, any Liens granted with respect to such Equity Interests, assets or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary property pursuant to Section 5.13, the any Loan Document shall automatically and immediately terminate and be released. The Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize and instruct the Administrative Agent and the Collateral Agent to) after receipt of documentation and certificates reasonably requested by the Administrative Agent and/or the Collateral Agent take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the any such termination and release of any Liens created by any Loan Document described in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor), and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor would cease to be a 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 Guarantor’s obligations under the Guarantee and Collateral Agreementthis Section. 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 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 are (other than contingent obligations for which no claim has been asserted and letters of credit that have been 100% cash collateralized) have been paid in full and all Commitments and Letters of Credit 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 The Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action release or subordinate any Lien on any property granted to evidence or held by the releases Collateral Agent under any Loan Document to the holder of any Liens as set forth above shall be subject Lien on such property that is permitted by Section 6.02(d) or (e) to the extent required by the terms of the obligations secured by such Xxxxx and in each case pursuant to documents reasonably acceptable to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets of any Loan Party (including any other than Equity InterestsInterests of the Borrowers) 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 or any Loan Party becomes an Excluded Subsidiary Guarantor is designated or ceases to be a Subsidiary as an Unrestricted Subsidiary pursuant a result of a transaction permitted hereunder, at the request of Holdings, any Liens created by any Loan Document in respect of such Equity Interests or assets shall, to Section 5.13the extent permitted under any applicable law, be automatically be released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower Borrowers and at the Borrower’s Borrowers’ expense to evidence the in connection with such release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party (other than the Borrowers) in a transaction permitted by Section 6.05 the Loan Documents (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 GuarantorLoan Party’s obligations under the Guarantee applicable Security Documents shall, to the extent permitted under any applicable law, be automatically terminated and Collateral Agreementthe Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) and at the Borrowers’ expense take such action and execute any such documents as may be reasonably requested by Holdings or the Borrowers to terminate such Subsidiary Loan Party’s obligations under the applicable 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 and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower Borrowers and at the Borrower’s Borrowers’ expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than Obligations in respect of contingent indemnification and reimbursement obligations that are not yet due and payable and for which no Claim has been asserted) are paid in full and all Letters of Credit and the Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.139

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 any of its assets (including or property owned by the Borrower or such Guarantor to any Equity Interests) to a person that is not (and is not required to become) other than a Loan Party in a transaction not prohibited permitted by Section 6.05this Agreement, any Liens granted with respect to such assets or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary property pursuant to Section 5.13any 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 Administrative Agent Loan Documents, and all security interests created by the Collateral Agent Documents in Collateral owned by such Guarantor shall promptly be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Guarantor ceases to be a Subsidiary or becomes an Excluded Subsidiary (other than pursuant to clause (v) 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 Lenders hereby authorize the Administrative Agent Pledge and the Collateral Agent to) take such action Security Agreement), after receipt of documentation and execute any such documents as may be certificates reasonably requested by the Borrower Agent, the Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to file or register in any office, or to evidence, such termination or release, or, in the Borrower’s expense 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 Liens security interest created by any Loan Document the Collateral Documents in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor), and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor would cease to be a 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 Guarantor’s obligations under the Guarantee and Collateral Agreementassets. In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to evidence the termination of 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 contingent obligations for which no claim has been asserted and letters of credit that have been cash collateralized or to which other arrangements have been made, in each case, in a manner reasonably satisfactory to the Issuing Lender and the Agent and other than obligations under Secured Hedging Agreements and Secured Cash Management Agreements which are not yet due and payable) have been paid in full and all Commitments and Letters of Credit and Commitments are terminated. Any representationEach of the Secured Parties irrevocably authorizes the Agent, warranty 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 covenant contained in subordinate any Lien on any property granted to or held by the Agent under any Loan Document relating to the holder of any Lien on such Equity Interests, asset or subsidiary property that is permitted by Section 6.2(q) to the extent required by the terms of the Borrower shall no longer be deemed obligations secured by such Liens and in each case pursuant to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, documents reasonably acceptable to the Administrative Agent and (y) provide a written acknowledgment to the Collateral Agent shall promptly lender (and or agent for the Lenders hereby authorize benefit of the Administrative Agent and the Collateral Agent tolenders) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created indebtedness of a Fund secured by any a Lien granted by a Loan Document in respect Party (as permitted by Section 6.2(h)(x)) on assets excluded from constituting Collateral pursuant to clause (l) of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for Section 2.2 of the Collateral Agent to take Pledge and Security Agreement, that the assets covered by such action to evidence the releases of any Liens as set forth above shall be Lien do not constitute Collateral, subject to the Collateral Agent’s receipt of a certification by the Borrower Agent, in form and applicable substance reasonably satisfactory to the Agent, of such certifications of, and other assurances from, such Loan Party stating that (or the Parent) with respect to such transaction is in compliance with matters as the Credit Agreement and the other Loan DocumentsAgent may reasonably request.

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 the Equity Interests of any Subsidiary Loan Party or any assets (including any other than the Equity InterestsInterests of the Borrower) to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 6.05, and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic SubsidiaryLoan Party, 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 GuarantorLoan Party’s obligations under the its Guarantee shall be automatically terminated and Collateral 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) 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. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expenseexpense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) are paid in full in cash and all Letters of Credit are cash collateralized or terminated and Commitments are terminated. Without limiting the generality of the foregoing, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by any Loan Party to facilitate the Permitted Land Swaps, such documents to include (i) releases and subordinations of Liens created by any Loan Documents in respect of real property, easements, and related instruments to be conveyed, granted, or entered into in connection therewith, and (ii) land division and consolidation instruments (including certified survey maps) in respect thereof. Promptly following the completion of the Permitted 170 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 evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its assets (including the Equity Interests of any Equity InterestsLoan Party) to a 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 5.136.03, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower Borrowers and at the Canadian Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)or Equity Interests, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 6.03 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 terminate such Subsidiary GuarantorLoan Party’s obligations under the Guarantee and Collateral Agreementits Guarantee. In addition, the Administrative Agent 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 evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Secured Obligations (other than contingent indemnification obligations not yet accrued and payable) are paid in full and all Commitments are terminated 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 Commitments are terminatedCancom 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 the Borrower 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. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests of any Subsidiary Loan Party or any assets (including any Equity Interests) to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 6.05, and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic SubsidiarySubsidiary Loan Party, 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 GuarantorLoan Party’s obligations under the its Guarantee shall be automatically terminated and Collateral 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 and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower (to terminate such Subsidiary Loan Party’s obligations under its Guarantee. In addition, the Administrative Agent and the Collateral Agent each agree to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expenseexpense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) are paid in full and 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 evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets (including of any Equity Interests) Subsidiary Loan Party to a 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 Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower Borrowers and at the Borrower’s Borrowers’ expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 terminate such Subsidiary GuarantorLoan Party’s obligations under the Guarantee and Collateral Agreementits Guarantee. In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower Borrowers and at the Borrower’s Borrowers’ expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification Obligations and expense reimbursement claims to the extent no claim therefore has been made) are paid in full and all Letters of Credit and Commitments are terminated. In addition, immediately prior to the consummation of a Qualified IPO, the Guarantee incurred by Holdings of the Obligations shall automatically terminate. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower 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. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.148

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 its the Equity Interests or assets (including any Equity Interests) of the Subsidiary Guarantor to a 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, or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, the Administrative Agent and 6.05 the Collateral Agent Agent, without any recourse to or representation by it, shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any the Subsidiary Guarantor in a transaction permitted by Section 6.05 and as a result of which such the Subsidiary Guarantor would cease to be a Wholly Owned Domestic Subsidiary, or in terminate the case of a designation of a Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to Section 5.13, evidence the termination of such Subsidiary Guarantor’s obligations under the its Guarantee and Collateral Agreement. In addition(and, in each case, the Administrative Agent and the Collateral Agent agree 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 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 sale, 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. In addition, the Collateral Agent agrees, without any recourse to or representation by it, to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification obligations and expense reimbursement claims to the extent no claim therefore has been made) are paid in full and all Letters of Credit and Commitments are terminated. 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. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.143

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 the Equity Interests or assets (including of any Equity Interests) Subsidiary Loan Party to a 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 Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Holdings, Intermediate Holdings or any Borrower and at the such Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 terminate such Subsidiary GuarantorLoan Party’s obligations under the Guarantee and Collateral Agreementits Guarantee. In addition, each of the Administrative Agent and the Collateral Agent agree agrees (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent) to take such actions as are reasonably requested by the Holdings, Intermediate Holdings or any Borrower and at the such Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations under the Loan Documents (other than contingent indemnification Obligations) are paid in full and all Letters of Credit and Commitments are terminated. In addition, immediately prior to the consummation of a Qualified IPO, the Guarantee incurred by (i) Holdings and (ii) in the case of a Qualified IPO of Intermediate Holdings, Intermediate Holdings of the Obligations and any related security and/or pledge arrangements shall automatically terminate. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower 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. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.155

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 the Equity Interests or assets (including of the Borrower or any Equity Interests) Subsidiary Loan Party to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, Sections 2.04 or 2.08 of Annex A or any Subsidiary Guarantor Loan Party is designated as an Unrestricted Subsidiary pursuant to Section 5.13in accordance with the provisions of this Agreement, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the release of release, share or subordinate any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)or Equity Interests, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted not prohibited by Section 6.05 said sections or any such designation of a Subsidiary Loan Party as an Unrestricted Subsidiary and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic SubsidiarySubsidiary Loan Party, or in the case of a designation of a Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to Section 5.13, evidence the termination of terminate such Subsidiary GuarantorLoan Party’s obligations under the Guarantee and Collateral Agreementits guarantee. In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Credit Agreement Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests of any Subsidiary Loan Party or any assets (including any Equity Interests) to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 6.05, and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic SubsidiarySubsidiary Loan Party, 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 GuarantorLoan Party’s obligations under the its Guarantee shall be automatically terminated and Collateral 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 and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower (to terminate such Subsidiary Loan Party’s obligations under its 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 expenseexpense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) are paid in full. 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 evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets (including of any Equity Interests) Subsidiary Loan Party to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 GuarantorLoan Party’s obligations under the Guarantee Loan Documents shall be automatically terminated and Collateral Agreementthe Administrative Agent shall promptly (and the Lender hereby authorizes the Administrative Agent to) take such action and execute such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under the Loan Documents. In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification Obligations) are paid in full and all Letters of Credit and Commitments are terminated. In addition, immediately prior to the consummation of a Qualified IPO, the Guarantee incurred by Holdings of the Obligations and any related security and/or pledge arrangements shall automatically terminate (but shall automatically be reinstated in the event that such Qualified IPO is not consummated). Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower 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. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its assets (including the Equity Interests of any Equity InterestsLoan Party) to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.056.03, Section 6.04 or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.136.05,this Agreement, the Administrative Liens granted to the Collateral Agent by the Loan Parties on any such assets or Equity Interests shall automatically be released, and the Collateral Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower Borrowers and at the Canadian Borrower’s expense to evidence and confirm the release of any anyof Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)or Equity Interests, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 6.03 or 6.04 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic Subsidiary, or in the case of a designation of that a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with this Agreement, or is otherwise not required to be a Guarantor pursuant to Section 5.135.10(e), to terminate such Subsidiary Loan Party’s obligations under its Guarantee and the Loan Documents shall automatically be terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrowers and at the Canadian Borrower’s expense to evidence and confirm the termination release of such Subsidiary GuarantorLoan Party’s obligations under the its Guarantee and Collateral Agreementthe Loan Documents. For the avoidance of doubt, the pledge of Equity Interests of the Canadian Borrower and Interco shall automatically be released upon the consummation of the Amalgamation. In addition, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Borrower Borrowers (including the execution and at the Borrower’s expense to evidence the termination delivery 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) take such action and execute any such documents as Borrowers may be reasonably requested by the Borrower (at the Borrower’s expense) request to evidence the release or subordination of any Liens created by any Loan Document and Guarantees contemplated hereby and in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance accordance with the Credit Agreement and the other Loan Documents.) and at the Canadian Borrower’s expense:

Release of Liens and Guarantees. In the event that (a) any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets (including of any Equity Interests) Loan Party to a person Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05the terms of the Loan Documents, at the request of the Company or (b) any Subsidiary Guarantor is designated Equity Interests or assets which at any time constitute or otherwise become Excluded Equity Interests or an Excluded Asset, as an Unrestricted Subsidiary pursuant applicable, to Section 5.13the extent such Equity Interests or assets are at such time part of any Collateral, then, in each case of clauses (a) and (b) above, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower Company and at the BorrowerCompany’s expense to evidence the in connection with such release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor), and, in Equity Interests or assets. In the case of a disposition of the Equity Interests of any Subsidiary Guarantor in a transaction permitted by Section 6.05 and as the Loan Documents (including through merger, consolidation, amalgamation, re-designation or otherwise) resulting in a result of which such Subsidiary Guarantor would cease Loan Party ceasing to be a Wholly Owned Domestic Restricted 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 GuarantorLoan Party’s obligations under the Guarantee Collateral Agreement and Collateral 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 any other Loan Document (including any Liens and security interests created by the Loan Documents when all the Obligations are paid in full guarantees) shall be automatically terminated and all Letters of Credit released 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 Company’s expense take such action and execute any such documents as may be reasonably requested by the Borrower Company to terminate and release such Subsidiary Loan Party’s obligations under the Collateral Agreement and any other Loan Document (including any Liens and guarantees). In addition, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Company and at the BorrowerCompany’s expenseexpense to terminate and release the guarantees and Liens and security interests created by the Loan Documents upon the occurrence of the Termination Date or (in respect of any Lien on any assets of such Loan Party and the Equity Interests of such Loan Party securing solely the Obligations in respect of the Revolving Facility only) the Revolving Commitment Termination Date. Any release hereunder by the Collateral Agent shall be without representation or warranty by or recourse to the Collateral Agent. The Lenders 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 Liens created by any Loan Document in respect Additional Borrower, Guarantor or Collateral pursuant to the foregoing provisions of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for this paragraph, all without the further consent or joinder of the Administrative Agent, the Collateral Agent to take such action to evidence the releases of or any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan DocumentsLender.

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 its the Equity Interests or assets (including of any Equity Interests) Subsidiary Guarantor to a 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 6.056.05 the 181 ​ Collateral Agent, without any recourse to or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13representation by it, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower Borrowers and at the Borrower’s Borrowers’ expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor would cease to be a 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 terminate such Subsidiary Guarantor’s obligations under the its Guarantee and Collateral Agreement. In addition(and, in each case, the Administrative Agent and the Collateral Agent agree 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 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 sale, 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. In addition, the Collateral Agent agrees, without any recourse to or representation by it, to take such actions as are reasonably requested by the Borrower Borrowers and at the Borrower’s Borrowers’ expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification obligations and expense reimbursement claims to the extent no claim therefore has been made) are paid in full and all Letters of Credit and Commitments are terminated. 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 any 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, any 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 a Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets of any Subsidiary Loan Party (including any other than the Equity InterestsInterests of 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, or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower Borrowers and at the Borrower’s Borrowers' expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party that is not a Borrower in a transaction permitted by Section 6.05 and as a 144 result of which such Subsidiary Guarantor Loan Party would cease to be a 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 terminate such Subsidiary Guarantor’s Loan Party's obligations under the Guarantee and Collateral Agreementits Guarantee. In addition, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Borrower Borrowers and at the Borrower’s Borrowers' expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower 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. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets (including of the Borrower or any Equity Interests) Subsidiary Loan Party to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, 6.05 or the First Lien Administrative Agent shall release any Liens or any guarantee under the First Lien Loan Documents by a Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13Loan Party, then the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) (a) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the release of release, share or subordinate any Liens created by any Second Lien Loan Document in respect of such assets (or, in the case or Equity Interests or terminate such Subsidiary Loan Party’s obligations under its guarantee of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Second Lien Credit Agreement Obligations, and, (b) in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted not prohibited by Section 6.05 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic SubsidiarySubsidiary Loan Party, or in the case of a designation of a Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to Section 5.13, evidence the termination of terminate such Subsidiary GuarantorLoan Party’s obligations under its guarantee of the Guarantee and Collateral AgreementSecond Lien Credit Agreement Obligations. In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Second Lien Loan Documents when all the Second Lien Credit Agreement Obligations are paid in full and all Letters of Credit and 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. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets (including of any Equity Interests) Subsidiary Loan Party to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.057.05, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower Representative and at the BorrowerBorrower Representative’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 7.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 GuarantorLoan Party’s obligations under the Guarantee Loan Documents shall be automatically terminated and Collateral Agreementthe Administrative Agent shall promptly (and the Lender hereby authorizes the Administrative Agent to) take such action and execute such documents as may be reasonably requested by Holdings or the Borrower Representative to terminate such Subsidiary Loan Party’s obligations under the Loan Documents. In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower Representative and at the BorrowerBorrower Representative’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the DIP Term Credit Obligations (other than contingent indemnification obligations) are paid in full and all Letters of Credit and Commitments are terminatedfull. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.WEIL:\95600350\24\51014.0080

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets (including of any Equity Interests) Subsidiary Loan Party to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, 6.05 or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.136.08, 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 and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests or assets of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 terminate such Subsidiary GuarantorLoan Party’s obligations under the Guarantee and Collateral Agreementits Guarantee. In addition, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by ANR, Inc. or the Borrower and at the Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, 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 evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. (a) . In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets (including of any Equity Interests) Subsidiary Loan Party to a 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 Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence in connection with the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 GuarantorLoan Party’s obligations under its Guarantee of the Obligations shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under its Guarantee and Collateral Agreementof the Obligations. In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification Obligations and expense reimbursement claims to the extent no claim therefor has been made) are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower Holdings shall no longer be deemed to be made once such Equity Interests Interest or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets of any Subsidiary Loan Party (including any other than the Equity InterestsInterests of the Borrower) to a 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 Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Parent or the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests and/or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party that is not the Borrower in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 GuarantorLoan Party’s obligations under the Guarantee and Collateral Agreementits Guarantee. In addition, the Administrative Agent and the Collateral 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 the Borrower Parent 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 Parent or the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In (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 its the Capital Stock or assets (including of any Equity Interests) Loan Party to a person Person that is not (and is not required hereunder 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 5.13permitted under this Agreement, the Administrative Agent Liens created by the Loan Documents in respect of such Capital Stock or assets shall automatically terminate and be released, without the requirement for any further action by any Person and the Collateral Administrative Agent shall promptly (and the Lenders hereby authorize and instruct the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to further document and evidence the such termination and release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Capital Stock or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor in a transaction permitted by Section 6.05 and as a under this Agreement the result of which such Subsidiary Guarantor is that a Loan Party would cease to be a 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 Guarantor’s obligations under the Guarantee and Collateral 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 Guarantees created by the Loan Documents when all the Obligations are paid in full respect of such Loan Party (and all Letters of Credit security interests granted by such Guarantor under the Loan Documents) shall automatically terminate and Commitments are terminated. Any representationbe released, warranty or covenant contained in without the requirement for any Loan Document relating to further action by 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, Person and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize and instruct the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (and at the Borrower’s expense) expense to further document and evidence the such termination and release of any Liens created by 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 in respect of Collateral constituting Receivables Assets in connection with relating to any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases Capital Stock, asset or Subsidiary 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 shall no longer be deemed to be made with respect thereto once such transaction Capital Stock or asset or Subsidiary is in compliance with the Credit Agreement and the other Loan Documentsso 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 the Equity Interests of any Loan Party or any assets (including any Equity Interests) to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower Borrowing Agent and at the Borrower’s Borrowers’ expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 6.05, and as a result of which such Subsidiary Guarantor would cease to be a Wholly Owned Domestic SubsidiaryLoan Party, 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 GuarantorLoan Party’s obligations under the Guarantee and Collateral Agreement. In addition, Agreement shall be automatically terminated and 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 and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (Borrowing Agent to terminate such 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 the Borrowing Agent and at the Borrower’s expense) Borrowers’ expense to evidence terminate the release of any Liens and security interests created by the Loan Documents when all Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts (other than contingent indemnification liabilities to the extent no claim giving rise thereto has been asserted) payable under any Loan Document have been paid in full 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 of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for 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 take terminating such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documentssecurity interests).

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets (including of any Equity Interests) Subsidiary Loan Party to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, 6.05permitted by this Agreement or any Subsidiary Guarantor is designated assets of a Loan Party become Excluded Assets (as an Unrestricted Subsidiary defined in the Collateral Agreement), the security interests in such Collateral and created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to Section 5.13the preceding sentence, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence in connection with the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic Restricted 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 GuarantorLoan Party’s obligations under its Guarantee of the Obligations shall be automatically terminated and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower to terminate such Subsidiary Loan Party’s obligations under its Guarantee and Collateral Agreementof the Obligations. In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification Obligations and expense reimbursement claims to the extent no claim therefor has been made) are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower Holdings shall no longer be deemed to be made once such Equity Interests Interest or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In additionNotwithstanding anything to the contrary in this Agreement, (i) no Loan Party or any of its Restricted Subsidiaries shall (whether by Investment, Restricted Payment, Asset Sale or otherwise) transfer any ownership right, or exclusive license or exclusive right to, any Material Intellectual Property constituting Collateral to any Unrestricted Subsidiary if (x) there is no bona fide business purpose for such transfer of Material Intellectual Property and (y) such transfer of Material Intellectual Property is intended primarily to obtain a release of such Material Intellectual Property from 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 Collateral, in each case, as may be reasonably requested determined in good faith by the Borrower Borrower, and (at ii) no Subsidiary Loan Party shall be released from its Guarantee of the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets Obligations in connection with a transfer of the Equity Interests in such Subsidiary Loan Party if (x) any Permitted Receivables Financing. Any requirement transfer of Equity Interests in such Subsidiary Loan Party is to an Affiliate of the Borrower or any Subsidiary, (y) there is no bona fide business purpose for such transfer of Equity Interests and (z) such transfer of Equity Interests is intended primarily to obtain a release of such Subsidiary Loan Party’s Guarantee of the Collateral Agent to take such action to evidence the releases of any Liens Obligations, in each case, as set forth above shall be subject to the Collateral Agent’s receipt of a certification determined in good faith by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan DocumentsBorrower.

Release of Liens and Guarantees. In the event that any A Subsidiary Loan Party conveysshall automatically be released from its obligations under the Loan Documents, sellsand all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, leases, assigns, transfers or otherwise disposes (1) upon the consummation of any single transaction or related series of its assets (including any Equity Interests) to a 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 Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor), and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor in a transaction transactions permitted by Section 6.05 and this Agreement as a result of which such Subsidiary Guarantor 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 Wholly Owned Domestic Subsidiary, or (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 case portion of a designation the Fair Market Value of a Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to Section 5.13, evidence the termination net assets of such Subsidiary GuarantorPerson attributable to Holdings’ or the Borrower’s obligations under the Guarantee and Collateral Agreement. In addition, the Administrative Agent and the Collateral Agent agree to take such actions direct or indirect equity interest therein as are reasonably requested 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 Borrower’s expense Equity Interests of such Subsidiary shall be to evidence 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) 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 Loan Documents (other than any such obligations that by their terms survive the termination of the Liens Loan Documents) and all security interests created by the Loan Security 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 ofautomatically released. In additionconnection with any termination or release pursuant to this Section or in connection with any subordination of its interest as required by Article VIII, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination, release or subordination. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Collateral Agent shall promptly (and the Administrative Agent. The 200 Lenders hereby irrevocably authorize the Administrative Agent and to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by under any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for to the Collateral Agent to take such action to evidence the releases holder of any Liens as set forth above shall be subject Lien on such property that is permitted by Section 6.02(iv) or Section 6.02(xxii) to the Collateral Agent’s receipt of a certification extent required by the Borrower and applicable Loan Party stating that terms of the obligations secured by such transaction is in compliance with Liens pursuant to documents reasonably acceptable to the Credit Agreement and the other Loan DocumentsAdministrative Agent.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) (other than the Equity InterestsInterests of the Company) 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 5.13the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition. 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 (oras defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the case of Collateral granted by any Loan Party shall be automatically released, when all the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of Obligations are paid in full and Commitments are terminated (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements). At such Subsidiary Guarantor), and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor would cease to be a 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 Guarantor’s obligations under the Guarantee and Collateral Agreement. In additiontime, 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 and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests of any Subsidiary Loan Party or any assets (including any other than the Equity InterestsInterests of the Borrower) to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 6.05, and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic SubsidiaryLoan Party, 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 GuarantorLoan Party’s obligations under the its Guarantee shall be automatically terminated and Collateral 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) 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. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expenseexpense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) are paid in full in cash and all Letters of Credit are cash collateralized or terminated and Commitments are terminated. Without limiting the generality of the foregoing, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by any Loan Party to facilitate the Permitted Land Swaps, such documents to include (i) releases and subordinations of Liens created by any Loan Documents in respect of real property, easements, and related instruments to be conveyed, granted, or entered into in connection therewith, and (ii) land division and consolidation instruments (including certified survey maps) in respect thereof. Promptly following the completion of the Permitted Land Swaps, the affected Loan Party(ies) will take such action and execute any such documents as may be reasonably requested by the Administrative Agent to subject any real property so acquired by such Loan Party(ies) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets (including of any Equity Interests) Loan Party to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence in connection with the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic SubsidiarySubsidiary Loan Party, 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 GuarantorLoan Party’s obligations under the its Guarantee shall be automatically terminated and Collateral 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 and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower (to terminate such Subsidiary Loan Party’s obligations under its 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) expense to evidence terminate the release of any Liens and security interests created by any the Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for Documents when all the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject Obligations (other than contingent indemnification Obligations and expense reimbursement claims to the Collateral Agent’s receipt extent no claim therefor has been made) are paid in full and all Letters of a certification by the Borrower Credit and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan DocumentsCommitments are terminated.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any Equity Interestsof its Subsidiaries) to a person Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05the Loan Documents, the parties hereto agree that (a) any Liens attaching to such Equity Interests or other assets pursuant to any Loan Document (along with the guarantee of the Obligations by any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13Loan Party so transferred) shall be automatically released upon the consummation of such conveyance, sale, lease, assignment, transfer or other disposition in accordance with the Loan Documents and (b) the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense (i) to evidence the such release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and (or, ii) 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 any Equity Interests of any Subsidiary Guarantor in a transaction permitted Loan Party, to evidence the release of any such guarantees of the Obligations, and any Liens granted to secure the Obligations, by Section 6.05 and as a result of which such Subsidiary Guarantor would cease Loan Party. Any representation, warranty or covenant contained in any Loan Document relating to any such Subsidiary, Equity Interests or assets shall no longer be deemed to be a Wholly Owned Domestic Subsidiarymade 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 case Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of a designation of a Subsidiary Guarantor Credit as an Unrestricted Subsidiary pursuant to Section 5.13, evidence which arrangements satisfactory to the termination of Issuing Banks shall have been made). At such Subsidiary Guarantor’s obligations under the Guarantee and Collateral Agreement. In additiontime, 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 and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents when all Documents. For the Obligations are paid in full and all Letters avoidance of Credit and Commitments are terminated. Any representationdoubt, warranty upon consummation of the transfer of property or covenant contained in 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 relating to any such Equity Interests, asset or subsidiary (along with the guarantee of the Borrower Obligations by any Subsidiary Loan Party so transferred) 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, 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 actions and execute any such documents as may be reasonably requested by the Borrower (and at the Borrower’s expense) expense to evidence the such release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documentsthis Section 9.18.

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 its assets, including any of its assets (including the Equity Interests of any Equity Interests) Subsidiary Loan Party to a 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 Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower Borrowers and at the Borrower’s Borrowers’ expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Wholly-Owned Domestic Subsidiary, or in the case of terminate such Subsidiary Loan Party’s obligations under its Guarantee; provided that, such Subsidiary Loan Party shall not be released solely as a designation of a Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to Section 5.13, evidence the termination result of such Subsidiary Guarantor’s Loan Party ceasing to be a Wholly-Owned Subsidiary, unless pursuant to a transaction with a Person that is not an Affiliate of the U.S. Borrower for a bona fide business purpose (other than (i) to release such Subsidiary Loan Party from its obligations under the Guarantee and Collateral AgreementLoan Documents or (ii) in connection with a liability management transaction). In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by the Borrower Borrowers and at the Borrower’s Borrowers’ expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification Obligations with respect to which no claim has been made and Bank Product Obligations except to the extent then due and payable) are paid in full and all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or back stopped pursuant to arrangements acceptable to the applicable Issuing Bank) 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. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests of any Loan Party or any assets (including any Equity Interests) to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower Borrowing Agent and at the Borrower’s Borrowers’ expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 6.05, and as a result of which such Subsidiary Guarantor would cease to be a Wholly Owned Domestic SubsidiaryLoan Party, 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 GuarantorLoan Party’s obligations under the Guarantee and Collateral Agreement. In addition, Agreement shall be automatically terminated and 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 and/or the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and and/or the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (Borrowing Agent to terminate such 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 the Borrowing Agent and at the Borrower’s expenseBorrowers’ expense to terminate the Liens and security interests created by the Loan Documents when all Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts (other than contingent indemnification liabilities to the extent no claim giving rise thereto has been asserted) payable under any Loan Document have been paid in full, all Letters of Credit have been cancelled or have expired and all amounts drawn thereunder have been reimbursed in full, or such Letters of Credit shall have been Cash Collateralized, or other arrangements reasonably satisfactory to evidence the Issuing Bank shall have been made with respect to such Letters of Credit (which arrangements result in the release of any Liens created by any Loan Document 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 constituting Receivables Assets Agent shall have received satisfactory evidence that all Other Secured Obligations either are not due or shall have been paid in connection full or arrangements with any Permitted Receivables Financing. Any requirement for 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 take terminating such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documentssecurity interests).

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets of any Subsidiary Loan Party (including any other than the Equity InterestsInterests of the Borrower) to a 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 Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party that is not the Borrower in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 terminate such Subsidiary GuarantorLoan Party’s obligations under the Guarantee and Collateral Agreementits Guarantee. In addition, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower 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. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets (including of any Equity Interests) Subsidiary Loan Party to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, the Administrative Agent assets shall be automatically released and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower Borrowers and at the Borrower’s Borrowers’ expense to evidence in connection with the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 GuarantorLoan Party’s obligations under the its Guarantee and Collateral 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 automatically terminated and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the BorrowerBorrowers to terminate such Subsidiary Loan Party’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financingobligations under its Guarantee. Any requirement for In addition, the Collateral Agent agrees to take such action actions as are reasonably requested by the Borrowers and at the Borrowers’ expense to evidence terminate the releases of any Liens as set forth above shall be subject and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification Obligations and expense reimbursement claims to the Collateral Agent’s receipt of a certification by the Borrower extent no claim therefor has been made) are paid in full and applicable Loan Party stating that such transaction this Agreement is in compliance with the Credit Agreement and the other Loan Documentsterminated.

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 its the Equity Interests or assets (including of any Equity Interests) Loan Party to a 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 Liens created by any Loan Document in respect of such Unrestricted Subsidiary pursuant to Section 5.13, or Equity Interests or assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence in connection with the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Unrestricted Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)or Equity Interests or assets, and, in the case of either an Unrestricted Subsidiary or a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party (other than the Borrower) in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 GuarantorLoan Party’s obligations under the Guarantee Collateral Agreement shall be automatically terminated and Collateral 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) take such action and execute any such documents as may be reasonably requested by the Borrower (to terminate such Subsidiary Loan Party’s obligations under the Collateral Agreement. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense) expense to evidence terminate the release of any Liens and security interests created by any the Loan Document Documents when all the Obligations (other than contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement full and the other Loan DocumentsCommitments are terminated.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any Equity Interestsof its Subsidiaries) to a person Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05the Loan Documents, the Liens on such assets and the guarantee obligations of any Subsidiary conveyed, sold, leased, assigned, transferred or otherwise disposed, in each case, shall automatically be released without any further action by the Loan Party, any Agent, any Joint Lead Arranger or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13Lender, and each of the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s sole cost and expense to evidence the release of any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations. 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. Except with respect to any indemnity or other provision set forth in any Security Document which is expressly stated to survive termination thereof, the Security Documents, the guarantees made therein, the Security Interest (oras defined therein) and all other security interests granted thereby shall automatically terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the case Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Letters of Credit as to which arrangements satisfactory to the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of Issuing Banks shall have been made). At such Subsidiary Guarantor), and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor would cease to be a 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 Guarantor’s obligations under the Guarantee and Collateral Agreement. In additiontime, 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 and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminatedDocuments. Any representation, warranty or covenant contained The foregoing shall not alter in any Loan Document relating to any such Equity Interests, asset or subsidiary way the obligation of the Borrower shall no longer be deemed or any other Loan Party to be made once such Equity Interests apply, or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In additionsubject to the Lien under a Security Document, 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 Net Proceeds received from any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens conveyance, sale, lease, assignment, transfer or disposal, as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documentsthis Agreement.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any Equity Interestsof its Subsidiaries) to a person Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05the Loan Documents, or in the event that any Subsidiary Guarantor or other Restricted Subsidiary is designated as an Unrestricted Subsidiary pursuant to in accordance with Section 5.136.09, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such Equity Interests or assets (or, in that are the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets subject of such Subsidiary Guarantor), and, in disposition and to release the case of a disposition of the Equity Interests Guarantee of any Subsidiary Guarantor whose Equity Interests are so disposed of in such a transaction permitted by Section 6.05 and as that results in such Guarantor no longer being a result Subsidiary of which the Borrower or any such Subsidiary Guarantor would cease designation that results in such Equity Interests no longer being required to be a Wholly Owned Domestic Subsidiary, pledged hereunder 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 Guarantor’s obligations under the Guarantee Security Documents. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and Collateral Agreementall other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder upon the Discharge of the Obligations. In additionAt such time, 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 and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents when all Documents. In the Obligations are paid event that the Closing Date has not occurred by 5:00 p.m. (New York City time) on June 26, 2015, this Agreement shall terminate and be 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 full either case at the Borrower’s expense), the Administrative Agent, the Collateral Agent and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action execute an acknowledgement in form and execute any such documents as may be substance reasonably requested by satisfactory to the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for Administrative Agent and the Collateral Agent to take evidence such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documentstermination.

Release of Liens and Guarantees. (a) In the event that (i) the Borrower or any Subsidiary Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any Equity Interestsof its Subsidiaries) 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 (other than any sale or conveyance of any assets to Eddy County in connection with the IRB Transactions) or (ii) any Restricted Subsidiary Guarantor is designated as becomes an Unrestricted Subsidiary pursuant to Section 5.13(other than any Included Entity, any Ohio Joint Venture or, from and after the Opt-In Time, the Double E Joint Venture), then, in any of such cases, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s sole cost and expense to evidence the release of any Liens created by any Loan Document in respect of such Equity Interests, Subsidiary Loan Party or assets (or, in that are the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets subject of such Subsidiary Guarantor)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 Guarantor 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 transaction permitted by Section 6.05 and Person that ceases to be a Subsidiary of the Borrower or ceases to be a Subsidiary Loan Party as a result of which such Subsidiary Guarantor would cease to be a 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 Guarantor’s obligations under the Guarantee and Collateral 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 terminatedtransaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset Interests or subsidiary of the Borrower assets shall no longer be deemed to be made once such Equity Interests or asset is assets are so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release Any sale or conveyance of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets assets to Eddy County 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 IRB Transactions shall be subject to all Liens thereon created under the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents, and such Liens created under the Loan Documents shall continue in effect after such sale or conveyance.”

Release of Liens and Guarantees. In the event that any Loan Party equity holder conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets (including any Equity Interests) of the Subsidiary Guarantor to a 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, or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, the Administrative Agent and 6.05 the Collateral Agent Agent, without any recourse to or representation by it, shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any the Subsidiary Guarantor in a transaction permitted by Section 6.05 and as a result of which such the Subsidiary Guarantor would cease to be a Wholly Owned Domestic Subsidiary, or in terminate the case of a designation of a Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to Section 5.13, evidence the termination of such Subsidiary Guarantor’s obligations under the its Guarantee and Collateral Agreement. In addition(and, in each case, the Administrative Agent and the Collateral Agent agree 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 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 sale, 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. In addition, the Collateral Agent agrees, without any recourse to or representation by it, to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification obligations and expense reimbursement claims to the extent no claim therefore has been made) are paid in full and all Letters of Credit and Commitments are terminated. 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. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.146

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 Company) or any of its assets (including any Equity Interests) to a person Person that is not (and is not required to become) a Domestic Loan Party in a transaction not prohibited by Section 6.05, or (b) any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant Receivables Assets are subject to Section 5.13a Permitted Receivables Financing, the Administrative Agent and the Collateral Agent shall shall, in each case, promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the any Borrower and at the such Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party that is not a Borrower in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 terminate such Subsidiary GuarantorLoan Party’s obligations under the Guarantee and Collateral Agreementits Guarantee. In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by the any Borrower and at the such Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the 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 and under any Loan Document to the Collateral Agent holder of any Lien on such property that is permitted by Section 6.02(i) or (ii) in the event that the Company shall promptly (and the Lenders hereby authorize have advised the Administrative Agent and that, notwithstanding the Collateral Agent to) take such action and execute any such documents as may be reasonably requested use by the Borrower Company of commercially reasonable efforts to obtain the consent of such holder (at but without the Borrower’s expenserequirement to pay any sums to obtain such consent) to evidence permit the release Administrative Agent to retain its liens (on a subordinated basis as contemplated by clause (i) above), the holder of any such other Indebtedness requires, as a condition to the extension of such credit, that the Liens created on such assets granted to or held by the Administrative Agent under any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for be released, to release the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Administrative Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that Liens on such transaction is in compliance with the Credit Agreement and the other Loan Documentsassets.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its assets (including the Equity Interests of any Equity InterestsSubsidiary Loan Party (other than a Borrower)) to a person Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower Company and at the BorrowerCompany’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)or Equity Interests, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party that is not a Borrower in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 terminate such Subsidiary GuarantorLoan Party’s obligations under its Guarantee; provided, however, that, in furtherance of the Guarantee foregoing, at the request of Holdings with respect to Project Fairway (and subject to the delivery of (i) such certifications by Holdings as the Collateral Agent may reasonably request to the effect that the relevant transfer, contribution, lease or easement is being, or will be, effected in compliance with this Agreement and the other Loan Documents and (ii) such other supporting documentation reasonably requested by the Collateral Agent), the Administrative Agent and the Collateral Agent shall (and the Lenders hereby authorize the Administrative Agent and Collateral Agreement. In additionAgent to) execute (a) releases of Liens in favor of the Collateral Agent with respect to real or personal property to be transferred, contributed or leased to the joint venture entity pursuant to the joint venture agreement and/or other relevant contractual obligations of Holdings and its Subsidiaries in respect of Project Fairway (the “Project Fairway JV Documentation”), (b) non-disturbance agreements with respect to easements -156- contemplated by the Project Fairway JV Documentation on real property owned by any Loan Party in favor of the joint venture entity pursuant to the Project Fairway JV Documentation, and (c) subordination agreements for the purpose of subordinating Liens in favor of the Collateral Agent to easements or similar restrictions granted or to be granted on real property owned by a Loan Party in furtherance of the “mitigation plan” in connection with any wetlands permit needed for Project Fairway, each such release, subordination or non-disturbance agreement to be (x) in a form reasonably satisfactory to the Collateral Agent and (y) provided on such timetable as Holdings may reasonably request in connection with and consistent with the terms of the Project Fairway JV Documentation, notwithstanding that the relevant transfer, contribution, lease or easement is to be effected subsequent to the date of such requested release, subordination or non-disturbance (it being agreed that if the relevant transfer, contribution or easement is not effected within 30 months, the release, subordination or non-distribution, as applicable, shall be null and void and Holdings shall cause any released assets to be pledged to the Collateral Agent). The Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Borrower Company and at the BorrowerCompany’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower 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. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests of any Subsidiary Loan Party or assets (including of any Equity Interests) Loan Party to a person 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 Section 6.05, or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such Equity Interests or assets (oror the Equity Interests and assets of an Unrestricted Subsidiary, and, 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 or a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted not prohibited by Section 6.05 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 terminate such Subsidiary GuarantorLoan Party’s obligations under the Guarantee and Collateral Agreementits Guarantee. In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets, including any of its assets (including the Equity Interests of any Equity Interests) Subsidiary Loan Party to a 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 Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 terminate such Subsidiary GuarantorLoan Party’s obligations under its Guarantee; provided that, such Subsidiary Loan Party shall not be released solely as a result of a such Subsidiary Loan Party ceasing to be a Wholly Owned Subsidiary, unless pursuant to a transaction with a Person that is not an Affiliate of the Guarantee and Collateral AgreementBorrower for a bona fide business purpose (other than (i) to release such Subsidiary Loan Party from its obligations under the Loan Documents or (ii) in connection with a liability management transaction). In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification Obligations with respect to which no claim has been made and Bank Product Obligations except to the extent then due and payable) are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets of any Loan Party (including any other than Equity InterestsInterests of the Lead 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, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower BorrowerBorrowers and at the Borrower’s Borrower’sBorrowers’ expense to evidence in connection with the release of any 188 Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party (other than the Lead Borrower) in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic Restricted 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 GuarantorLoan Party’s obligations under the Guarantee Collateral Agreement shall be automatically terminated and Collateral 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) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower (BorrowerBorrowers 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 BorrowerBorrowers and at the Borrower’s expense) Borrower’sBorrowers’ expense to evidence terminate the release of any Liens and security interests created by any the Loan Document Documents when all the Obligations (other than Obligations in respect of Collateral constituting Receivables Assets Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement full and the other Loan DocumentsCommitments are terminated.

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 its the Capital Stock or assets (including of any Equity Interests) Loan Party to a person 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 Section 6.05the Loan Documents in respect of such Capital Stock or assets shall automatically terminate and be released without the requirement for any further action by any Person, and the 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 Borrower and at the Borrower’s expense to further document and evidence such termination and release of Liens created by any Loan Document in respect of such Capital Stock or assets, and, in the case of a transaction permitted under this Agreement the result of which 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 Loan Party (and all security interests granted by such Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13under the Loan Documents) shall automatically terminate and be released without the requirement for any further action by any Person, and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Parent or the Borrower and at the Borrower’s expense to further document and evidence the such termination and release of any Liens created by any such security interests and such Loan Document Party’s Guarantee Obligations in respect of such assets the Obligations (orincluding, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiarywithout limitation, the assets of such Subsidiary Guarantor), and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor would cease to be a 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 Guarantor’s obligations its Guarantee Obligations under the Guarantee and Collateral Agreement or the Canadian Guarantee and Collateral 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 InterestsCapital Stock, asset or subsidiary of the Borrower any Loan Party shall no longer be deemed to be made with respect thereto once such Equity Interests Capital Stock or asset or Subsidiary is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its any 101 of the Equity Interests or assets (including of any Equity Interests) Subsidiary Loan Party to a 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 Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 terminate such Subsidiary GuarantorLoan Party’s obligations under the Guarantee and Collateral Agreementits Guarantee. In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, 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. Upon the release of any Guarantor from its obligations under its guarantee of the First Lien Obligations, such Guarantor shall be automatically releases from its obligations under its guarantee of the Obligations and any Lien granted by such released Guarantor shall similarly be automatically released. In addition, the Administrative Agent and Liens securing the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above Obligations also shall be subject to automatically released under the Collateral Agent’s receipt of a certification by conditions specified in the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan DocumentsIntercreditor Agreement.

Release of Liens and Guarantees. (a) In the event that Holdings, the Borrower or any Loan Party of their Subsidiaries conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its assets (including any the Equity Interests) , assets or property of Holdings, the Borrower or any of their Subsidiaries to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section Sections 6.04, 6.05, 6.06 or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.136.07, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s 's expense to evidence the release of any Liens created by any Second-Lien Loan Document in respect of such Equity Interests, assets or property (or, provided that in no event shall the case Equity Interests of the designation Borrower be released under this Section 9.17), including the release and satisfaction of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets record of such Subsidiary Guarantor)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 of any Subsidiary Guarantor in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor would cease to be a Wholly Owned Domestic SubsidiaryGuarantor, or in the case of a designation of a Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to Section 5.13, evidence the termination of terminate such Subsidiary Guarantor’s 's obligations under the Subsidiary Guarantee and Collateral 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 's expense to evidence the termination of terminate the Liens and security interests created by the Second-Lien Loan Documents when all the Obligations are paid in full and all Letters of Credit and Second-Lien Commitments are terminated. Any representation, warranty or covenant contained in any Second-Lien Loan Document relating to any such Equity Interests, asset assets, property or subsidiary Subsidiary of Holdings (other than the Borrower Borrower) shall no longer be deemed to be made once such Equity Interests Interests, assets or asset property is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. 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 Subsidiary disposes of all or otherwise disposes any portion of any of its assets (including any the Equity Interests) , assets or property owned by the Borrower or such Subsidiary to a any person that is not (and is not required to become) other than a Loan Party in a transaction not prohibited permitted by Section 6.05this Agreement, any Liens granted with respect to such Equity Interests, assets or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary property pursuant to Section 5.13, the any Loan Document shall automatically and immediately terminate and be released. The Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize and instruct the Administrative Agent and the Collateral Agent to) after receipt of documentation and certificates reasonably requested by the Administrative Agent and/or the Collateral Agent take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the any such termination and release of any Liens created by any Loan Document described in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor), and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor would cease to be a 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 Guarantor’s obligations under the Guarantee and Collateral Agreementthis Section. 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 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 are (other than contingent obligations for which no claim has been asserted and letters of credit that have been 100% cash collateralized) have been paid in full and all 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 The Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action release or subordinate any Lien on any property granted to evidence or held by the releases 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 as set forth above shall be subject and in each case pursuant to documents reasonably acceptable to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. (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 its the Capital Stock or assets (including of any Equity Interests) Loan Party to a person 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 Section 6.05the Loan Documents in respect of such Capital Stock or assets shall automatically terminate and be released without the requirement for any further action by any Person, or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Parent or the ABL Administrative Borrower and at the Borrower’s Borrowers’ expense to further document and evidence the such termination and release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Capital Stock or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor in a transaction permitted by Section 6.05 and as a under this Agreement the result of which such Subsidiary Guarantor is that a Loan Party would cease to be a Wholly Owned Domestic Restricted Subsidiary or would become an Excluded 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 Guarantor’s obligations under the Guarantee and Collateral 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 Obligations created by the Loan Documents when all the Obligations are paid in full respect of such Loan Party (and all Letters of Credit security interests granted by such Guarantor under the Loan Documents) shall automatically terminate and Commitments are terminated. Any representationbe released without the requirement for any further action by any Person, 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, and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Parent or the ABL Administrative Borrower (and at the Borrower’s expense) Borrowers’ expense to further document and evidence the such termination and release of any Liens created by 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 or the Canadian Guarantee and Collateral Agreement). Any representation, warranty or covenant contained in any Loan Document in respect of Collateral constituting Receivables Assets in connection with relating to any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases Capital Stock, asset or subsidiary 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 shall no longer be deemed to be made with respect thereto once such transaction Capital Stock or asset or Subsidiary is in compliance with the Credit Agreement and the other Loan Documentsso 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 or any of its other assets (including any other than the Equity InterestsInterests 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 any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, the Administrative Agent and the Collateral Agent shall shall, in each case, promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party that is not the Borrower in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 terminate such Subsidiary GuarantorLoan Party’s obligations under the Guarantee and Collateral Agreementits Guarantee. In addition, the Administrative Agent and the Collateral Agent agree agrees to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. In addition, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.143 IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" "" "" IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" "" ""

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 the Equity Interests or assets of any Loan Party (including any other than Equity InterestsInterests 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, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to evidence in connection with the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party (other than the Borrower) in a transaction permitted by Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic Restricted 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 GuarantorLoan Party’s obligations under the Guarantee Collateral Agreement shall be automatically terminated and Collateral 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) 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 evidence terminate the release of any Liens and security interests created by any the Loan Document Documents when all the Obligations (other than Obligations in respect of Collateral constituting Receivables Assets Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) are paid in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement full and the other Loan DocumentsCommitments 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 its the Equity Interests or assets of any Subsidiary Loan Party (including any other than the Equity InterestsInterests of the Borrower) to a 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 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 HoldingsParent or the Borrower and at the Borrower’s expense to evidence the release of any Liens created by any Loan Document in respect of such assets (or, in the case of the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, the assets of such Subsidiary Guarantor)Equity Interests and/or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party that is not the Borrower in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Guarantor Loan Party would cease to be a 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 terminateevidence the termination of such Subsidiary GuarantorLoan Party’s obligations under the Guarantee and Collateral Agreementits Guarantee. In addition, the Administrative Agent and the Collateral 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 the Borrower HoldingsParent 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 Parent or the Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of its the Equity Interests or assets (including of any Equity Interests) Subsidiary Loan Party to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.057.05, any Liens created by any Loan Document in respect of such Equity Interests or any Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant to Section 5.13, assets shall be automatically released and the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Holdcos or any Borrower and at the Borrower’s Borrowers’ expense to release or evidence the release of any Liens created by any Loan Document in respect of such assets Equity Interests or assets. In the event of (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 x) a disposition of the Equity Interests of any Subsidiary Guarantor Loan Party in a transaction permitted by Section 6.05 7.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Guarantor Loan Party would cease to be a Wholly Owned Domestic Subsidiary, or in (y) the case of a designation of a any Subsidiary Guarantor Loan Party as an Unrestricted Subsidiary pursuant to Section 5.13Subsidiary, evidence the termination of in each case, such Subsidiary GuarantorLoan Party’s obligations under the Guarantee Loan Documents shall be automatically terminated and Collateral Agreementthe Administrative Agent shall promptly (and the Lender hereby authorizes the Administrative Agent to) take such action and execute such documents at the Borrowers’ expense as may be reasonably requested by the Holdcos or any Borrower to terminate such Subsidiary Loan Party’s obligations under the Loan Documents. In addition, the Administrative Agent and the Collateral Agent agree agrees (a) to take such actions as are reasonably requested by the any Borrower and at the Borrower’s Borrowers’ expense to evidence the termination of terminate the Liens and security interests created by the Loan Documents when all the ABL Credit Obligations (other than contingent indemnification obligations) 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 Commitments are terminated. Any representation, warranty or covenant contained (b) to enter into any Secured Debt Intercreditor Agreement (in any Loan Document relating each case in the circumstances and on those terms contemplated by this Agreement) and to any take 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 actions (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent toexecute all documents) take such action and execute any such documents as may be are reasonably requested by the Holdcos or any Borrower (at the Borrower’s expense) to evidence the release of any Liens created by any Loan Document in respect of Collateral constituting Receivables Assets in connection with any Permitted Receivables Financing. Any requirement for the Collateral Agent to take such action to evidence the releases of any Liens as set forth above shall be subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan DocumentsSecured Debt Intercreditor Agreement.