Common use of Release of Liens and Guarantees Clause in Contracts

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary 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 permitted merger with a Subsidiary that is not a Loan Party); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b), the security interest in such Collateral created by the Security Documents shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by (and, in the case of clauses (1), (2) and (3), in each case, to the extent constituting Excluded Assets, upon the request of the Borrower, the Equity Interests of) such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan PartyParty or a designation as an Unrestricted Subsidiary); provided that, if so required (2) upon the request of the Borrower, upon any Subsidiary Loan Party becoming an Excluded Subsidiary in connection with a transaction permitted by the Credit Agreement (including, a conversion of the Convertible Notes, resulting in the Note Obligations ceasing to be outstanding) or (3) upon the request of the Borrower, in connection with a transaction permitted under this Agreement, the Required Lenders shall have consented as a result of which such Subsidiary Loan Party ceases to such transaction and the terms of such consent shall not have provided otherwisebe a wholly-owned Subsidiary or otherwise becomes an Excluded Subsidiary. Upon (i) any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary other Loan Party) of any Collateral in a transaction permitted under this Agreement, Agreement or upon (ii) the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such Guarantee shall be automatically releasedreleased and the Collateral Agent shall promptly file any financing statements as reasonably requested by the Borrower (subject to the Administrative Agent’s receipt of an officer’s certificate as described below) to document such release. Upon the release consummation of any Subsidiary Loan Party from its Guarantee in compliance with seller financing arrangement permitted under this Agreement, the Agreement pursuant to which a seller retains security interest in the assets acquired by any Collateral owned by such Subsidiary Loan Party created by as part of such seller financing arrangement that is permitted pursuant to Section 6.02(xiii), to the extent and for so long as the agreements governing such seller financing do not permit any other Liens on such assets, and such assets are not subject to a Lien securing the Convertible Notes, the Lien in such assets (that are subject to such Lien under such seller financing arrangement) granted to the Collateral Agent under the Security Documents shall be automatically released, and the Collateral Agent shall promptly file any financing statements as reasonably requested by the Borrower (subject to the Administrative Agent’s receipt of an officer’s certificate as described below) to document such release. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination occurrence of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05)Termination Date, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent and or the Collateral Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as release, subject to receipt of a certificate of a Responsible Officer of the Borrower, applicable Loan Party shall have provided if requested by the Administrative Agent such certifications or the Collateral Agent. Any execution and delivery of documents as pursuant to this Section shall be without recourse to or warranty by the Administrative Agent shall or the Collateral Agent. The Administrative Agent and Collateral Agent will, and the Lenders irrevocably authorize the Administrative Agent and Collateral Agent to, release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv), (viii)(A) or (xxii) to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably request in order acceptable to demonstrate compliance with this Agreementthe Administrative Agent and Collateral Agent).

Release of Liens and Guarantees. (a) A Subsidiary Loan Party Guarantor shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Guarantor shall be automatically released, upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary (including pursuant to a permitted merger merger, amalgamation or consolidation with a Subsidiary that is not a Loan PartyParty or a designation as an Unrestricted Subsidiary); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale sale, disposition or other transfer by any Loan Party (other than to the Borrower or any Subsidiary Loan PartyGuarantor) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b)Collateral, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of any Subsidiary Loan Party Guarantor from its Subsidiary Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party Guarantor created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such new Unrestricted Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), Termination Date all obligations under the Loan Documents (other than obligations that survive termination pursuant to the terms thereof) and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection 9.14, the Administrative Agent or the Collateral Agent, as the case may be, shall execute and deliver to any Loan Party 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 release, so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party (other than the Borrower) shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, released upon the consummation of any single transaction or related series of transactions permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary Loan Party (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party, becoming an Excluded Subsidiary or a designation as an Unrestricted Subsidiary); provided that, that no Subsidiary Loan Party shall be released from its obligations under the Loan Documents and no security interest or Lien on the Collateral of or Equity Interest in such Subsidiary Loan Party shall be released if so required by this Agreement, such Subsidiary Loan Party becomes an Excluded Subsidiary solely pursuant to clause (a) of the Required Lenders shall have consented definition of “Excluded Subsidiary” unless such Subsidiary Loan Party becomes a non-wholly owned Restricted Subsidiary pursuant to a transaction where such transaction Subsidiary Loan Party becomes a bona fide joint venture and the terms other Person obtaining the Equity Interests in such Subsidiary Loan Party is not an Affiliate of the Loan Parties (other than as a result of such consent shall not have provided otherwisejoint venture). (i) Upon any sale as part of or other transfer in connection with a Disposition by any Loan Party (other than to Holdings, the Borrower or any Subsidiary other Loan Party) of any Collateral in a transaction permitted under this Agreement, (ii) if any property granted to or held by the Administrative Agents under any Loan Documents is or becomes an Excluded Asset or (iii) upon the effectiveness of any written consent to the release of the Lien or security interest created under any Security Document in any Collateral in accordance with or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such Guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination occurrence of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05)Termination Date, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection or in connection with any subordination of its interest as required by Section 8.01, the Administrative Agent Agents shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, applicable Loan Party release. Any execution and delivery of documents pursuant to this Section shall have provided be without recourse to or warranty by the Administrative Agent such certifications or documents as Agents. The Lenders irrevocably authorize the Administrative Agents and the Collateral Agent shall to release or subordinate any Lien on any property granted to or held by the Administrative Agents or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv) to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably request in order acceptable to demonstrate compliance with this Agreementthe Administrative Agents.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, released upon the consummation of any single transaction or related series of transactions permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwiseParty or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary. (i) Upon any sale as part of or other transfer in connection with a Disposition by any Loan Party (other than to Holdings, the Borrower or any Subsidiary 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 is an Excluded Asset or (iii) upon the effectiveness of any written consent to the release of the Lien or security interest created under any Security Document in any Collateral in accordance with or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such Guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination occurrence of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05)Termination Date, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection 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 Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Borrower, applicable Loan Party shall have provided Administrative Agent. The Lenders irrevocably authorize the Administrative Agent such certifications to release or documents as subordinate any Lien on any property granted to or held by the Administrative Agent shall or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv) or Section 6.02(xxii) to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably request in order acceptable to demonstrate compliance with this Agreementthe Administrative Agent.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party); provided thatParty or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary (other than solely as a result of such Subsidiary Loan Party ceasing to be a Wholly Owned Subsidiary) or (2) upon the request of the Borrower, if so required by in connection with a transaction permitted under this Agreement, the Required Lenders shall have consented to Agreement (but only a transaction in which such transaction Subsidiary Loan Party becomes a bona fide joint venture and the terms other Person taking an equity interest in such Subsidiary Loan Party is not an Affiliate of the Borrower (other than as a result of such consent shall not have provided otherwisejoint venture)) as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b)Collateral, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of Holdings or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by Holdings or such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.059.05 of this Agreement), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection 9.14, the Administrative Agent or the Collateral Agent, as the case may be, shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan PartyParty or designation as an Unrestricted Subsidiary); provided that, (2) upon the request of the Borrower in connection with a transaction permitted under Section 6.14(a), as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary or (3) upon the request of the Borrower, if so required by this Agreement, the Required Lenders shall have consented permitted pursuant to such transaction and the terms of such consent shall not have provided otherwiseSection 6.14(b). Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the 153 Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan PartyParty or designation as an Unrestricted Subsidiary); provided that, (2) upon the request of the Borrower in connection with a transaction permitted under Section 6.14(a), as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary, (3) upon the request of the Borrower, if so required by this Agreementpermitted pursuant to Section 6.14(b) or (4) upon the request of the Borrower, the Required Lenders shall have consented to if such transaction and the terms of such consent shall not have provided otherwiseSubsidiary Loan Party becomes a Regulated Subsidiary or an Excluded Subsidiary. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party Guarantor shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Guarantor shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary Loan PartyGuarantor) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with or the release of the Borrower or any Guarantor from its Guarantee under the Guarantee Agreement pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such Guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (zi) contingent indemnification obligationsobligations as to which no claim has been made and (ii) obligations under Secured Hedge Agreements not yet due and payable or as to which arrangements satisfactory to the applicable Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.059.05 of the Credit Agreement), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a1) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Term Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party)Party or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary 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, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Term Security Document in any Collateral in accordance with Section 9.02(b)Collateral, the security interest interests in such Collateral created by the Term Security Documents shall be automatically released. Upon the release of the Borrower or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by the Borrower or such Subsidiary Loan Party created by the Term Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Term Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05)Termination Date, all obligations under the Loan Documents and all security interests created by the Term Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection 9.14, the Term Administrative Agent or the Term Collateral Agent, as the case may be, shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Term Administrative Agent or the Term Collateral Agent, as the case may be, such certifications or documents as the Term Administrative Agent or the Term Collateral Agent, as the case may be, shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan PartyParty or a designation as an Unrestricted Subsidiary); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b)Collateral, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of Holdings or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by Holdings or such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.059.05 of this Agreement), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. Without further written consent or authorization from Lenders or the Issuing Banks, the Administrative Agent and/or the Collateral Agent may execute any documents or instruments necessary to release or subordinate any Lien on any Collateral granted to or held by the Administrative Agent and/or the Collateral Agent under any Security Document to the holder of any Lien on such property that is a Permitted Encumbrance or is permitted pursuant clauses (iv), (viii), (xiii) and (xxiii) of Section 6.02. In connection with any termination or release pursuant to this SectionSection 9.14, the Administrative Agent or the Collateral Agent, as the case may be, shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Subject to the reinstatement provisions set forth in any applicable Security Document, a Loan Party (other than Holdings) shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party)or becomes an Excluded Subsidiary; provided that, if so required by this Agreement, the Required Lenders (or if applicable, the Lenders) shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary other Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee (other than Holdings) in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Unrestricted Subsidiary shall be automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, On the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment date on which all (1) Obligations have been paid in full of all Secured Obligations in cash (other than (xv) Secured Hedging Obligations not yet due and payable, (w) Secured Cash Management Obligations not yet due and payable, (as defined in the Collateral Agreement, x) Secured Supply Chain Financing Obligations not yet due and payable (y) Secured Swap Additional Letter of Credit Facility Obligations (as defined in the Collateral Agreement) not yet due and payable and (z) contingent indemnification obligationsobligations not yet accrued and payable) and the expiration or termination of (2) all Letters of Credit have expired or been terminated (including as a result other than Letters of obtaining the consent of Credit that have been cash collateralized or backstopped in an amount, by an institution and otherwise pursuant to arrangements reasonably satisfactory to the applicable Issuing Bank as described in Section 9.05Bank), all obligations under the Loan Documents and all security interests created by under the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection 9.14, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence file or register in any office, or to evidence, such termination or release so long as the Borrower, applicable Loan Party release. Any execution and delivery of documents pursuant to this Section shall have provided be without recourse to or warranty by the Administrative Agent such certifications or documents as Agent. Each of the Secured Parties irrevocably authorizes the Administrative Agent shall reasonably request Agent, at its option and in order its discretion, to demonstrate compliance with effect the releases set forth in this AgreementSection.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligationsobligations not yet due) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. Any such release of Secured Obligations shall be deemed subject to the provision that such Secured Obligations shall be reinstated if after such release any portion of any payment in respect of the Secured Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any other Loan Party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any other Loan Party or any substantial part of its property, or otherwise, all as though such payment had not been made. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this AgreementAgreement and the other Loan Documents.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party (other than the Borrower) shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party), (2) upon the request of the Borrower, in connection with a transaction permitted under Section 6.14(a), ceases to be a wholly-owned Subsidiary or (3) upon the request of Holdings, pursuant to Section 6.14(b); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any other Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long release. The Administrative Agent is authorized to determine whether a Joltid Litigation Resolution Event (as the Borrower, applicable Loan Party shall have provided defined in each such IP Litigation Guarantee) has occurred based upon evidence reasonably satisfactory to the Administrative Agent and, upon such certifications determination, to confirm to each IP Litigation Guarantor the occurrence of the Joltid Litigation Resolution Event and the release of the Guarantees under the IP Litigation Guarantees in connection therewith. Any execution and delivery of documents pursuant to this Section shall be without recourse to or documents as warranty by the Administrative Agent shall reasonably request in order to demonstrate compliance with this AgreementAgent.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the First Lien Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, released upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger or amalgamation with a Subsidiary that is not a Loan PartyParty or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary (other than solely as a result of becoming a Non-Wholly Owned Subsidiary); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale sale, disposition or other transfer by any Loan Party (other than to the Borrower or any Subsidiary other Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b)Collateral, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of Holdings or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by Holdings or such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such new Unrestricted Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), Termination Date all obligations under the First Lien Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection 9.14, the First Lien Administrative Agent or the First Lien Collateral Agent, as the case may be, shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence or to file or register in any office such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the First Lien Administrative Agent or the First Lien Collateral Agent, as the case may be, such certifications or documents as the First Lien Administrative Agent or the First Lien Collateral Agent, as the case may be, shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan PartyParty or designation as an Unrestricted Subsidiary); provided that, (2) upon the request of the Borrower in connection with a transaction permitted under Section 6.14(a), as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary or (3) upon the request of the Borrower, if so required by this Agreement, the Required Lenders shall have consented permitted pursuant to such transaction and the terms of such consent shall not have provided otherwiseSection 6.14(b). Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement or any designation in accordance with Section 5.13, as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party)Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b), the security interest in such Collateral created by the Security Documents shall be automatically released. Upon or the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreementunder the Guarantee Agreement pursuant to Section 9.02, the security interest interests in any such Collateral owned by such Subsidiary Loan Party created by the Security Documents or such Guarantee shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured contingent indemnification obligations not yet due and Cash Management Obligations (as defined in the Collateral Agreement, (y) and Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligationsObligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. Any such release of Secured Obligations shall be deemed subject to the provision that such Secured Obligations shall be reinstated if after such release any portion of any payment in respect of the Secured Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any other Loan Party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any other Loan Party or any substantial part of its property, or otherwise, all as though such payment had not been made. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver deliver, without recourse or warranty, to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release (including any release from any global intercompany note delivered pursuant to Section 6.01(a)(iv)) so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this AgreementAgreement and the other Loan Documents.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b), the security interest in such Collateral created by the Security Documents shall be automatically released. Upon the release of Holdings or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by Holdings or such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b), the security interest in such Collateral created by the Security Documents shall be automatically released. Upon or the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreementunder the Guarantee Agreement pursuant to Section 9.02, the security interest interests in any such Collateral owned by such Subsidiary Loan Party created by the Security Documents or such Guarantee shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full in cash of all Secured Obligations (other than (x) contingent indemnification obligations as to which no claim has been made and (y) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) and Secured Swap Obligations (each as defined in the Collateral Agreement) and (z) contingent indemnification obligationsas to which arrangements reasonably satisfactory to the applicable Secured Party have been made) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.059.05 of this Agreement, or as a result of such Letters of Credit being backstopped or cash collateralized as described in Section 2.05(d)), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party)) ; provided that, that no such release shall occur if so required by this Agreement, such Subsidiary Loan Party continues to be a guarantor in respect of any Material Indebtedness in respect of any of the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwiseforegoing. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b)Collateral, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation Date of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05)Full Satisfaction, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. Without further written consent or authorization from Lenders or the Issuing Banks, the Administrative Agent and/or the Collateral Agent may execute any documents or instruments necessary to release or subordinate any Lien on any Collateral granted to or held by the Administrative Agent and/or the Collateral Agent under any Security Document to the holder of any Lien on such property that is a Permitted Encumbrance or is permitted pursuant to clauses (iv), (viii), (xi), (xiii), (xvii), (xxiv) and (xxvi) of Section 6.02. In connection with any termination or release pursuant to this SectionSection 9.14, the Administrative Agent or the Collateral Agent, as the case may be, shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Subject to the reinstatement provisions set forth in any applicable Security Document, a Loan Party (other than Holdings) shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party)or becomes an Excluded Subsidiary; provided that, if so required by this Agreement, the Required Lenders (or if applicable, the Lenders) shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary other Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee (other than Holdings) in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Unrestricted Subsidiary shall be automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, On the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment date on which all (1) Obligations have been paid in full of all Secured Obligations in cash (other than (xwv) Secured Hedging Obligations not yet due and payable, (xw) Secured Cash Management Obligations (as defined in the Collateral Agreementnot yet due and payable, (yyx) Secured Swap Supply Chain Financing Obligations not yet due and payable (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05y), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by (and, in the case of clauses (1), (2) and (3) below, in each case, to the extent constituting Excluded Assets, upon the request of the Borrower, the Equity Interests of) such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan PartyParty or a designation as an Unrestricted Subsidiary); provided that, if so required by (2) upon the request of the Borrower, upon any Subsidiary Loan Party becoming an Excluded Subsidiary or (3) upon the request of the Borrower, in connection with a transaction permitted under this Agreement, the Required Lenders shall have consented as a result of which such Subsidiary Loan Party ceases to such transaction and the terms of such consent shall not have provided otherwisebe a Wholly Owned Subsidiary. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05)Termination Date, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection 9.15, the Administrative Agent and the Collateral Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreementrelease.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by (and, in the case of clause (1), (2) and (3), in each case, to the extent constituting Excluded Assets, upon the request of the Borrower, the Equity Interests of) such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan PartyParty or a designation as an Unrestricted Subsidiary); provided that, if so required by (2) upon the request of the Borrower, upon any Subsidiary Loan Party becoming an Excluded Subsidiary or (3) upon the request of the Borrower, in connection with a transaction permitted under this Agreement, the Required Lenders shall have consented as a result of which such Subsidiary Loan Party ceases to such transaction and the terms of such consent shall not have provided otherwisebe a wholly-owned Subsidiary or otherwise becomes an Excluded Subsidiary. Upon (i) any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary other Loan Party) of any Collateral in a transaction permitted under this Agreement, Agreement or upon (ii) the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination occurrence of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05)Termination Date, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Borrower, applicable Loan Party shall have provided Administrative Agent. The Lenders irrevocably authorize the Administrative Agent such certifications and Collateral Agent to release or documents as subordinate any Lien on any property granted to or held by the Administrative Agent shall or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv), (viii)(A) or (xxii) to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably request in order acceptable to demonstrate compliance with this Agreementthe Administrative Agent and Collateral Agent).

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon (i) the consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan PartyParty or a designation as an Unrestricted Subsidiary) or (ii) becoming an Excluded Subsidiary (other than pursuant to clause (a) of the definition thereof); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b)Collateral, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any a Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this AgreementSubsidiary, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be releasedreleased to the extent such Equity Interests constitute Excluded Assets. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (xi) contingent indemnification obligations and (ii) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.and

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the First Lien Loan Documents, and all security interests created by the First Lien Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party)Party or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary 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, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b)Collateral, the security interest interests in such Collateral created by the First Lien Security Documents shall be automatically released. Upon the release of Holdings or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by Holdings or such Subsidiary Loan Party created by the First Lien Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the First Lien Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.059.05 of this Agreement), all obligations under the First Lien Loan Documents and all security interests created by the First Lien Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection 9.14, the First Lien Administrative Agent or the First Lien Collateral Agent, as the case may be, shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the First Lien Administrative Agent or the First Lien Collateral Agent, as the case may be, such certifications or documents as the First Lien Administrative Agent or the First Lien Collateral Agent, as the case may be, shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon (i) the consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan PartyParty or a designation as an Unrestricted Subsidiary) or (ii) becoming an Excluded Subsidiary (other than pursuant to clause (a) of the definition thereof); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b)Collateral, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any a Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this AgreementSubsidiary, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be releasedreleased to the extent such Equity Interests constitute Excluded Assets. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (xi) contingent indemnification obligations and (ii) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) and Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligationsObligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.059.05 of this Agreement), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. Without further written consent or authorization from Lenders or the Issuing Banks, the Administrative Agent and/or the Collateral Agent may execute any documents or instruments necessary to release or subordinate any Lien on any Collateral granted to or held by the Administrative Agent and/or the Collateral Agent under any Security Document to the holder of any Lien on such property that is a Permitted Encumbrance or is permitted pursuant clauses (iv), (viii), (xiii) and (xxiii) of Section 6.02. In connection with any termination or release pursuant to this SectionSection 9.14, the Administrative Agent or the Collateral Agent, as the case may be, shall (i) execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release and (ii) return any Collateral, which is the subject of such release and in the possession of the Administrative Agent, the Collateral Agent or any of their respective agents, to such Loan Party, so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan PartyParty or designation as an Unrestricted Subsidiary); provided that, (2) upon the request of the Borrower in connection with a transaction permitted under Section 6.14(a), as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary or (3) upon the request of the Borrower, if so required by this Agreement, the Required Lenders shall have consented permitted pursuant to such transaction and the terms of such consent shall not have provided otherwiseSection 6.14(b). Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests 170 created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party (other than Parent and the Borrower) shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (i) upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant or becomes an Excluded Subsidiary (other than solely as a result of such Subsidiary ceasing to be a permitted merger with Significant Subsidiary) or an Unrestricted Subsidiary) and (ii) upon written notice from the Borrower to the Administrative Agent, upon or after such Loan Party becoming an Excluded Subsidiary solely as a result of such Subsidiary ceasing to be a Significant Subsidiary; provided that as of any date upon which a Loan Party (other than Parent and the Borrower) becomes an Excluded Subsidiary and its guarantee of the Obligations is released, the Borrower shall be deemed to have made an Investment in a Person that is not a Loan Party); provided that, if so required by this Agreement, Party in an amount equal to the Required Lenders shall have consented to such transaction fair market value of the assets (net of third-party liabilities and the terms intercompany assets) of such consent shall not have provided otherwiseSubsidiary as of such date (as determined reasonably and in good faith by a Financial Officer of Parent). Upon any sale or other transfer by any Loan Party (other than to the Borrower Parent or any Subsidiary other Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection 9.14, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s 's expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrowerrelease, applicable and shall file (or authorize such Loan Party to file) any termination statements in respect of Uniform Commercial Code financing statements (or similar filings under applicable law). Any execution and delivery of documents pursuant to this Section 9.14 shall have provided be without recourse to or warranty by the Administrative Agent such certifications or documents as Agent. Each of the Secured Parties irrevocably authorizes the Administrative Agent shall reasonably request Agent, at its option and in order its discretion, to demonstrate compliance with effect the releases set forth in this AgreementSection 9.14.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party (other than Holdings or the Administrative Borrower) shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party (other than Holdings or the Administrative Borrower) shall be automatically released, (1) upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party (other than Holdings or the Administrative Borrower) ceases to be a Restricted Subsidiary (including pursuant to a permitted merger or amalgamation with a Subsidiary that is not a Loan Party)Party or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary or (2) upon the request of the Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Loan Party (other than Holdings or the Administrative Borrower) ceases to be a Wholly Owned Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary other Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b)or upon any Collateral becoming an Excluded Asset, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of Holdings or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by Holdings or such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such new Unrestricted Subsidiary shall automatically be released. Upon To the extent the release of any Subsidiary Loan Party becoming an Excluded Subsidiary Lien in compliance any Collateral is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with this AgreementSection 9.02), the security interest created by in such Collateral shall be automatically released. To the extent the release of any security interest in any Collateral is required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Loan Documents, the security interest in such Collateral shall be automatically released. In addition, liens shall be released and guarantees released in accordance with the terms of the Security Documents in and the Equity Interests of such Subsidiary shall automatically be releasedGuarantee. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), Termination Date all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. Any such release shall not in any manner discharge, affect, or impair the Obligations (other than those being discharged or released) or any Liens (other than those being discharged or 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 comprised of Excluded Assets or otherwise released in accordance with the provisions of the Loan Documents. In connection with any termination or release pursuant to this SectionSection 9.14, without the further consent of any Lender, Issuing Bank or other Secured Party, the Administrative Agent or the Collateral Agent, as the case may be, shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence or to file or register in any office such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in order to demonstrate compliance with this Agreement.. The Administrative Agent or the Collateral Agent, as the case may be, will, at the Borrower’s expense, execute and deliver to the applicable Loan Party or to file or register in any office such documents as such Loan Party may reasonably request to subordinate its Lien on any property granted to or held by the Administrative Agent or the Collateral Agent, as the case may be, under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(ii) (but only pursuant to clauses (d), (j) and (k) of the definition of “Permitted Encumbrances), (iv), (v), (xi), (xii), (xv), (xxii) (but only with respect to any such liens securing Indebtedness permitted under Section 6.01(a)(viii)), (xxiii), (xxix) or (xxx). 219

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party); provided thatParty or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary (other than solely as a result of such Subsidiary Loan Party ceasing to be a Wholly Owned Subsidiary) or (2) upon the request of the Borrower, if so required by in connection with a transaction permitted under this Agreement, the Required Lenders shall have consented to Agreement (but only a transaction in which such transaction Subsidiary Loan Party becomes a bona fide joint venture and the terms other Person taking an equity interest in such Subsidiary Loan Party is not an Affiliate of the Borrower (other than as a result of such consent shall not have provided otherwisejoint venture)) as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b)Collateral, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of Holdings or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by Holdings or such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the each applicable Issuing Bank as described in Section 9.059.05 of this Agreement), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection 9.14, the Administrative Agent or the Collateral Agent, as the case may be, shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by (and, in the case of clause (1) and (2), in each case, to the extent constituting Excluded Assets, upon the request of the Borrower, the Equity Interests of) such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party); provided thatParty or a designation as an Unrestricted Subsidiary) or (2) upon the request of the Borrower, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwiseupon any Subsidiary Loan Party becoming an Excluded Subsidiary. Upon (i) any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary other Loan Party) of any Collateral in a transaction permitted under this Agreement, Agreement or upon (ii) the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with or the release of any Loan Party from its Guarantee under the Guaranty pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination occurrence of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05)Termination Date, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Borrower, applicable Loan Party shall have provided Administrative Agent. The Lenders irrevocably authorize the Administrative Agent such certifications and Collateral Agent to (i) release or documents as subordinate any Lien on any property granted to or held by the Administrative Agent shall or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv), (viii)(A) or (xxii) to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably request in order acceptable to demonstrate compliance with this Agreementthe Administrative Agent and Collateral Agent) and (ii) subordinate any Lien on any Mortgaged Property if required under the terms of any lease, easement, right of way or similar agreement effecting the Mortgaged Property provided such lease, easement, right of way or similar agreement is permitted by Section 6.02.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan PartyParty or designation as an Unrestricted Subsidiary); provided that, (2) upon the request of the Borrower in connection with a transaction permitted under Section 6.13(a), as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary, (3) upon the request of the Borrower, if so required by this Agreementpermitted pursuant to Section 6.13(b) or (4) upon the request of the Borrower, the Required Lenders shall have consented to if such transaction and the terms of such consent shall not have provided otherwiseSubsidiary Loan Party becomes a Regulated 188 Subsidiary or an Excluded Subsidiary. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination occurrence of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05)Termination Date, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection or if a Loan Party requests the Administrative Agent to confirm that its Lien granted under the Security Documents does not attach to specified Excluded Assets, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination termination, release or release confirmation so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this AgreementAgreement or that such assets constitute Excluded Assets.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer Disposition by any Loan Party (other than to the Borrower or any Subsidiary another Loan Party) of any Collateral in a transaction permitted under this AgreementAgreement or any other Loan Document, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document or any other Loan Document in any Collateral in accordance with or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such Guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) contingent indemnification obligations as to which no claim has been made and (y) Secured Cash Management Obligations and Secured Swap Obligations (each as defined in the Collateral Agreement, (y) as to which arrangements reasonably satisfactory to the applicable Secured Swap Obligations Party (as defined in the Collateral Agreement) and (z) contingent indemnification obligationshave been made) and the expiration or termination of all Letters of Credit (including as a 1WEIL:\98776409\2\27507.0003WEIL:\98776409\2\27507.0003 NAI-1532775236v11532775236v9 159 Blue Bird Body Company Credit Agreement result of obtaining the consent of the applicable Issuing Bank as described in Section 9.059.05 of this Agreement, or as a result of such Letters of Credit being backstopped or cash collateralized), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement. Notwithstanding anything set forth above, the release of a Subsidiary Loan Party that becomes a non-Wholly Owned Subsidiary shall only be permitted if (i) at the time such Subsidiary Loan Party becomes an Excluded Subsidiary of such type, no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) the Disposition or other transaction pursuant to which such Subsidiary Loan Party ceased to be a Wholly-Owned Subsidiary of the Borrower (z) was entered into for a bona fide business purpose and was not undertaken for the purpose of causing such Subsidiary Loan Party to cease to be a Subsidiary Loan Party and (y) was not for less than fair market value as reasonably determined by the Borrower (unless pursuant to a bona fide joint venture with a Person that is not an Affiliate), (iii) after giving pro forma effect to such Disposition or other transaction, less than 50% of the Equity Interests in such Subsidiary Loan Party are directly or indirectly owned by the Borrower and its Affiliates, (iv) after giving pro forma effect to such release and such Disposition or other transaction, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.04 (as if such Person were then newly acquired), in an amount equal to the portion of fair market value of the net assets of such Person attributable to the Borrower’s direct or indirect equity interest therein and such Investment is permitted pursuant to Section 6.04 at such time and (v) the Borrower certifies to the Administrative Agent in writing compliance with preceding clauses (i) through (iv).

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement or any designation in accordance with Section 5.13, as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party)Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b), the security interest in such Collateral created by the Security Documents shall be automatically released. Upon or the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreementunder the Guarantee Agreement pursuant to Section 9.02, the security interest interests in any such Collateral owned by such Subsidiary Loan Party created by the Security Documents or such Guarantee shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured contingent indemnification obligations not yet due and Cash Management Obligations (as defined in the Collateral Agreement, (y) and Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligationsObligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. Any such release of Secured Obligations shall be deemed subject to the provision that such Secured Obligations shall be reinstated if after such release any portion of any payment in respect of the Secured Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any other Loan Party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any other Loan Party or any substantial part of its property, or otherwise, all as though such payment had not been made. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver deliver, without recourse or warranty, to any Loan Party Party, at such Loan Party’s expense, all -169- documents that such Loan Party shall reasonably request to evidence such termination or release (including any release from any global intercompany note delivered pursuant to Section 6.01(a)(iv)) so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.Agreement and the other Loan Documents. (b) The Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to subordinate the Administrative Agent’s Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv). (c) Each of the Lenders and the Issuing Bank irrevocably authorizes the Administrative Agent to provide any release or evidence of release, termination or subordination contemplated by this Section. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Loan Party from its obligations under any Loan Document, in each case in accordance with the terms of the Loan Document and this Section, and, in such case (other than upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations not yet due and Cash Management Obligations and Secured Swap Obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), the Administrative Agent shall not be obligated to provide such release or evidence of release, termination or subordination until the Administrative Agent has received such confirmation. Section 9.16

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the any Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b), the security interest in such Collateral created by the Security Documents shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subject to the reinstatement provisions set forth in the Collateral Agreement, a Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party)Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary other Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon In addition to the release foregoing, during the continuance of an Investment Grade Ratings Period, the Borrower may, by notice to the Administrative Agent, require that the security interests in the Collateral created by the Security Documents be released (and the requirements of Sections 5.03, 5.11 and 5.12 with respect to the Collateral shall cease to apply during such period); provided that (a) no Default or Event of Default has occurred and is continuing, (b) no Term Loans are outstanding and (c) no Alternative Incremental Facility Debt or Refinancing Term Loan Indebtedness, in each that is secured by a Lien on any assets of the Borrower or any Subsidiary Loan Party from its Guarantee in compliance with this Agreementis outstanding (or are contemporaneously released); provided, further, that after the termination of the applicable Investment Grade Ratings Period, the security interest in any Collateral owned by such Subsidiary Loan Party created interests contemplated by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary required to be reinstated not later than 60 days after such termination (or such longer period as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created agreed by the Security Documents Administrative Agent in its sole discretion), and the Equity Interests of such Subsidiary shall automatically be released. Upon any Borrower will, and will cause each Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreementto, take all actions that may be required under applicable law, or that the security interest created by Administrative Agent or the Security Documents in Required Lenders may reasonably request, to cause the Equity Interests of such Subsidiary shall automatically Collateral and Guarantee Requirement to thereafter be released. Upon termination and remain satisfied, all at the expense of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically releasedParties. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, applicable Loan Party release. Any execution and delivery of documents pursuant to this Section shall have provided be without recourse to or warranty by the Administrative Agent such certifications or documents as Agent. Each of the Secured Parties irrevocably authorize the Administrative Agent shall reasonably request Agent, at its option and in order its discretion, to demonstrate compliance with effect the releases set forth in this AgreementSection.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any single transaction or related series of transactions permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary (including pursuant subject to a permitted merger the proviso set forth in clause (a) of the Excluded Subsidiary definition) or (2) upon the request of the Borrower, in connection with a Subsidiary that is not a Loan Party); provided that, if so required by transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a wholly-owned Subsidiary (subject to the Required Lenders shall have consented proviso set forth in clause (a) of the Excluded Subsidiary definition). Subject to such transaction and the terms of such consent shall not have provided otherwise. Upon Section 6.19, (i) Uupon any sale or other transfer as part of or in connection with a Disposition by any Loan Party (other than to the Borrower or any Subsidiary other Loan Party) of any Collateral in a transaction permitted under this Agreement, (ii) if any property granted to or held by the Collateral Agent under any Loan Documents does not constitute (or ceases to constitute) and is not required to be Collateral or (iii) upon the effectiveness of any written consent to the release of the Lien or security interest created under any Security Document in any Collateral in accordance with or the release of any Loan Party from its Guarantee under the Domestic Guarantee Agreement or the Foreign Guarantee Agreement, as applicable, pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such Guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the The security interest in any Collateral owned by such Subsidiary of a Foreign Loan Party created will also be released pursuant to Foreign Loan Documents as specified by the Agreed Security Documents shall be automatically releasedPrinciples or the Canadian Collateral and Guarantee Requirement, as applicable. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination occurrence of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05)Termination Date, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection or in connection with any subordination of its interest as required by Article VIII, the Administrative Agent or Collateral Agent, as applicable, acting at the direction of the Required Lenders, shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, applicable Loan Party release. Any execution and delivery of documents pursuant to this Section shall have provided be without recourse to or warranty by the Administrative Agent such certifications or documents as Collateral Agent. The Lenders irrevocably authorize the Administrative Agent and Collateral Agent, as applicable, to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv) to the extent required by the terms of the obligations secured by such Liens at the Loan Parties’ reasonable request. The parties hereto acknowledge and agree that the Administrative Agent and the Collateral Agent may rely conclusively as to any of the matters described in this Section 9.15 (including as to its authority hereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall reasonably be delivered to the Administrative Agent and the Collateral Agent by the Loan Parties upon request. In the event of any conflict or inconsistency between any term of the Agreed Security Principles, if applicable, and any term of a Foreign Loan Document, the Secured Parties authorize, instruct and direct the Collateral Agent to, and the Collateral Agent shall promptly upon written request of the Borrower (i) enter into such amendments to such Foreign Loan Document or (ii) release and terminate such Foreign Loan Document and enter into a replacement Security Document on such amended terms, in order each case as shall be necessary or desirable to demonstrate compliance with cure such conflict or inconsistency as the Borrower and the Administrative Agent (acting at the direction of the Required Lenders) shall determine in their reasonable discretion. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing such Agent’s authority to release particular types or items of Collateral pursuant to this AgreementSection and the other Loan Documents.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party)Party or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary 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, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b)Collateral, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of Holdings or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by Holdings or such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection 9.14, the Administrative Agent or the Collateral Agent, as the case may be, shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subject to the reinstatement provisions set forth in the Collateral Agreement, a Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party)Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary other Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon In addition to the release foregoing, during the continuance of an Investment Grade Ratings Period, the Borrower may, by notice to the Administrative Agent, require that the security interests in the Collateral created by the Security Documents be released (and the requirements of Sections 5.03, 5.11 and 5.12 with respect to the Collateral shall cease to apply during such period); provided that (a) no Default or Event of Default has occurred and is continuing, (b) no Term Loans are outstanding and (c) no Alternative Incremental Facility Debt or Refinancing Term Loan Indebtedness, in each that is secured by a Lien on any assets of the Borrower or any Subsidiary Loan Party from its Guarantee in compliance with this Agreementis outstanding; provided, further, that after the termination of the applicable Investment Grade Ratings Period, the security interest in any Collateral owned by such Subsidiary Loan Party created interests contemplated by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary required to be reinstated not later than 60 days after such termination (or such longer period as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created agreed by the Security Documents Administrative Agent in its sole discretion), and the Equity Interests of such Subsidiary shall automatically be released. Upon any Borrower will, and will cause each Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreementto, take all actions that may be required under applicable law, or that the security interest created by Administrative Agent or the Security Documents in Required Lenders may reasonably request, to cause the Equity Interests of such Subsidiary shall automatically Collateral and Guarantee Requirement to thereafter be released. Upon termination and remain satisfied, all at the expense of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically releasedParties. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, applicable Loan Party release. Any execution and delivery of documents pursuant to this Section shall have provided be without recourse to or warranty by the Administrative Agent such certifications or documents as Agent. Each of the Secured Parties irrevocably authorize the Administrative Agent shall reasonably request Agent, at its option and in order its discretion, to demonstrate compliance with effect the releases set forth in this AgreementSection.

Release of Liens and Guarantees. (a) A Subject to the reinstatement provisions set forth in the Collateral Agreement, a Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the [[6121596]] Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party)Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary other Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon In addition to the release foregoing, during the continuance of an Investment Grade Ratings Period, the Borrower may, by notice to the Administrative Agent, require that the security interests in the Collateral created by the Security Documents be released (and the requirements of Sections 5.03, 5.11 and 5.12 with respect to the Collateral shall cease to apply during such period); provided that (a) no Default or Event of Default has occurred and is continuing, (b) no Term Loans are outstanding and (c) no Alternative Incremental Facility Debt or Refinancing Term Loan Indebtedness, in each that is secured by a Lien on any assets of the Borrower or any Subsidiary Loan Party from its Guarantee in compliance with this Agreementis outstanding (or are contemporaneously released); provided, further, that after the termination of the applicable Investment Grade Ratings Period, the security interest in any Collateral owned by such Subsidiary Loan Party created interests contemplated by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary required to be reinstated not later than 60 days after such termination (or such longer period as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created agreed by the Security Documents Administrative Agent in its sole discretion), and the Equity Interests of such Subsidiary shall automatically be released. Upon any Borrower will, and will cause each Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreementto, take all actions that may be required under applicable law, or that the security interest created by Administrative Agent or the Security Documents in Required Lenders may reasonably request, to cause the Equity Interests of such Subsidiary shall automatically Collateral and Guarantee Requirement to thereafter be released. Upon termination and remain satisfied, all at the expense of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically releasedParties. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, applicable Loan Party release. Any execution and delivery of documents pursuant to this Section shall have provided be without recourse to or warranty by the Administrative Agent such certifications or documents as Agent. Each of the Secured Parties irrevocably authorize the Administrative Agent shall reasonably request Agent, at its option and in order its discretion, to demonstrate compliance with effect the releases set forth in this AgreementSection.

Release of Liens and Guarantees. (a) A Subsidiary that is a Loan Party (other than the Borrower) shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary 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 permitted merger with a Subsidiary that is not a Loan Party); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower Borrower, the Company or any other Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b), the security interest in such Collateral created by the Security Documents shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary any Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary Payment in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and Full all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan PartyParty or a designation as an Unrestricted Subsidiary); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b)Collateral, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of Holdings or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by Holdings or such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. Without further written consent or authorization from Lenders, the Administrative Agent and/or the Collateral Agent may execute any documents or instruments necessary to release or subordinate any Lien on any Collateral granted to or held by the Administrative Agent and/or the Collateral Agent under any Security Document to the holder of any Lien on such property that is a Permitted Encumbrance or is permitted pursuant clauses (iv), (viii), (xiii) and (xxiii) of Section 6.02. In connection with any termination or release pursuant to this SectionSection 9.14, the Administrative Agent or the Collateral Agent, as the case may be, shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in order to demonstrate compliance with this AgreementAgreement (and the Lenders hereby authorize and direct the Agents to rely on any such certifications and documents in performing their obligations under this paragraph).

Release of Liens and Guarantees. Subject to the reinstatement provisions set forth in the Collateral Agreement, a Guarantor (aother than the Parent) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Guarantor shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party)Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary other Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured the Loan Document Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreementcontingent amounts not yet due) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining Commitments the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by granted to the Administrative Agent pursuant to the Security Documents shall be automatically releasedterminate. In connection with any termination or release pursuant to this SectionSection 9.14, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as release. Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the BorrowerAdministrative Agent. Each of the Secured Parties irrevocably authorizes the Administrative Agent, applicable Loan Party at its option and in its discretion, to effect the releases set forth in this Section 9.14, the Borrower shall have provided deliver to the Administrative Agent such certifications or documents officer’s certificate as the Administrative Agent shall may reasonably request in order to demonstrate evidence compliance with this Agreementthe applicable provisions of the Loan Documents (including the Administrative Agent’s authority hereunder) and the Secured Parties acknowledge and agree that the Administrative Agent may rely, without independent investigation on such certificates.

Release of Liens and Guarantees. (a) A Subsidiary Subject to the reinstatement provisions set forth in any applicable Security Document, a Loan Party (other than Holdings) shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party)or becomes an Excluded Subsidiary; provided that, if so required by this Agreement, the Required Lenders (or if applicable, the Lenders) shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to the Holdings, any Borrower or any Subsidiary other Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with pursuant to Section 9.02(b)9.02, the security interest interests in such 176 Collateral created by the Security Documents shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee (other than Holdings) in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Unrestricted Subsidiary shall be automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, On the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment date on which all (1) Obligations have been paid in full of all Secured Obligations in cash (other than (x) Secured Cash Management Hedging Obligations (as defined in the Collateral Agreementnot yet due and payable, (y) Secured Swap Cash Management Obligations (as defined in the Collateral Agreement) not yet due and payable and (z) contingent indemnification obligationsobligations not yet accrued and payable) and the expiration or termination of (2) all Letters of Credit have expired or been terminated (including as a result other than Letters of obtaining the consent of Credit that have been cash collateralized or backstopped in an amount, by an institution and otherwise pursuant to arrangements reasonably satisfactory to the applicable Issuing Bank as described in Section 9.05Bank), all obligations under the Loan Documents and all security interests created by under the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection 9.14, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence file or register in any office, or to evidence, such termination or release so long as the Borrower, applicable Loan Party release. Any execution and delivery of documents pursuant to this Section shall have provided be without recourse to or warranty by the Administrative Agent such certifications or documents as Agent. Each of the Secured Parties irrevocably authorizes the Administrative Agent shall reasonably request Agent, at its option and in order its discretion, to demonstrate compliance with effect the releases set forth in this AgreementSection.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by (and, in the case of clause (1), (2) and (3), in each case, to the extent constituting Excluded Assets, upon the request of the Borrowers, the Equity Interests of) such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan PartyParty or a designation as an Unrestricted Subsidiary); provided that, if so required by (2) upon the request of the Borrowers, upon any Subsidiary Loan Party becoming an Excluded Subsidiary or (3) upon the request of the Borrowers, 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 or otherwise becomes an Excluded Subsidiary. Initial Holdings shall be released from its obligations under the Required Lenders shall have consented to such transaction Loan Documents and the terms security interests created by the Security Documents in the Collateral owned by Initial Holdings shall be released upon the request of such consent shall not have provided otherwisethe Borrower, in connection with an IPO, as a result of which Initial Holdings ceases to be Holdings pursuant to (b)(ii) of the definition of “Holdings”. Upon (i) any sale or other transfer by any Loan Party (other than to the Holdings, any Borrower or any Subsidiary other Loan Party) of any Collateral in a transaction permitted under this Agreement, Agreement or upon (ii) the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination occurrence of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05)Termination Date, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Borrower, applicable Loan Party shall have provided Administrative Agent. The Lenders irrevocably authorize the Administrative Agent such certifications and Collateral Agent to (i) release or documents as subordinate any Lien on any property granted to or held by the Administrative Agent shall or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv), (viii)(A) or (xxii) of the Endeavor Credit Agreement to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably request in order acceptable to demonstrate compliance with this the Administrative Agent and Collateral Agent) and (ii) subordinate any Lien on any Mortgaged Property if required under the terms of any lease, easement, right of way or similar agreement effecting the Mortgaged Property provided such lease, easement, right of way or similar agreement is permitted by Section 6.02 of the Endeavor Credit Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by (and, in the case of clause (1), (2) and (3), in each case, to the extent constituting Excluded Assets, upon the request of the Borrower, the Equity Interests of) such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan PartyParty or a designation as an Unrestricted Subsidiary); provided that, if so required by (2) upon the request of the Borrower, upon any Subsidiary Loan Party becoming an Excluded Subsidiary or (3) upon the request of the Borrower, in connection with a transaction permitted under this Agreement, the Required Lenders shall have consented as a result of which such Subsidiary Loan Party ceases to such transaction and the terms of such consent shall not have provided otherwisebe a wholly- owned Subsidiary or otherwise becomes an Excluded Subsidiary. Upon (i) any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary other Loan Party) of any Collateral in a transaction permitted under this Agreement, Agreement or upon (ii) the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination occurrence of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05)Termination Date, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Borrower, applicable Loan Party shall have provided Administrative Agent. The Lenders irrevocably authorize the Administrative Agent such certifications and Collateral Agent to release or documents as subordinate any Lien on any property granted to or held by the Administrative Agent shall or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv), (viii)(A) or (xxii) to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably request in order acceptable to demonstrate compliance with this Agreement.the Administrative Agent and Collateral Agent). SECTION 9.16

Release of Liens and Guarantees. (a) A Subsidiary Subject to the reinstatement provisions set forth in any applicable Security Document, a Loan Party (other than Holdings) shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party)or becomes an Excluded Subsidiary; provided that, (a) if so required by this Agreement, the Required Lenders (or if applicable, the Lenders) shall have consented to such transaction and the terms of such consent shall not have provided otherwise., (b) concurrently with being released from its obligations under the Loan Documents, such Loan Party shall be released automatically from any guarantee or obligation under the Senior Subordinated Notes pursuant to Section 1208 of the Senior Subordinated Notes Indenture and any guarantee or obligation under the Indemnity Documents pursuant to Section 5.06 of the Indemnity Guarantee, (c) no such release shall occur if such Loan Party has otherwise become a guarantor or obligor in respect of any Material Indebtedness and such guarantee or obligation is not also concurrently released and (d) no Loan Party shall be released from its obligations under the Loan Documents as a result of becoming a non-wholly owned Subsidiary unless concurrently therewith such Loan Party shall cease to be a Restricted Subsidiary. Upon any sale or other transfer by any Loan Party (other than to the Holdings, any Borrower or any Subsidiary other Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee (other than Holdings) in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Unrestricted Subsidiary shall be automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, On the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment date on which all (1) Obligations have been paid in full of all Secured Obligations in cash (other than (x) Secured Cash Management Hedging Obligations (as defined in the Collateral Agreementnot yet due and payable, (y) Secured Swap Cash Management Obligations (as defined in the Collateral Agreement) not yet due and payable and (z) contingent indemnification obligationsobligations not yet accrued and payable) and the expiration or termination of (2) all Letters of Credit have expired or been terminated (including as a result other than Letters of obtaining the consent of Credit that have been cash collateralized or backstopped in an amount, by an institution and otherwise pursuant to arrangements reasonably satisfactory to the applicable Issuing Bank as described in Section 9.05Bank), all obligations under the Loan Documents and all security interests created by under the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection 9.14, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence file or register in any office, or to evidence, such termination or release so long as the Borrower, applicable Loan Party release. Any execution and delivery of documents pursuant to this Section shall have provided be without recourse to or warranty by the Administrative Agent such certifications or documents as Agent. Each of the Secured Parties irrevocably authorizes the Administrative Agent shall reasonably request Agent, at its option and in order its discretion, to demonstrate compliance with effect the releases set forth in this AgreementSection.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any single transaction or related series of transactions permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary (including pursuant subject to a permitted merger the proviso set forth in clause (a) of the Excluded Subsidiary definition) or (2) upon the request of the Borrower, in connection with a Subsidiary that is not a Loan Party); provided that, if so required by transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a wholly-owned Subsidiary (subject to the Required Lenders shall have consented proviso set forth in clause (a) of the Excluded Subsidiary definition). Subject to such transaction and the terms of such consent shall not have provided otherwise. Upon Section 6.19, (i) upon any sale or other transfer as part of or in connection with a Disposition by any Loan Party (other than to the Borrower or any Subsidiary other Loan Party) of any Collateral in a transaction permitted under this Agreement, (ii) if any property granted to or held by the Collateral Agent under any Loan Documents does not constitute (or ceases to constitute) and is not required to be Collateral or (iii) upon the effectiveness of any written consent to the release of the Lien or security interest created under any Security Document in any Collateral in accordance with or the release of any Loan Party from its Guarantee under the Domestic Guarantee Agreement or the Foreign Guarantee Agreement, as applicable, pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such Guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the The security interest in any Collateral owned by such Subsidiary of a Foreign Loan Party created will also be released pursuant to Foreign Loan Documents as specified by the Agreed Security Documents shall be automatically releasedPrinciples or the Canadian Collateral and Guarantee Requirement, as applicable. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination occurrence of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05)Termination Date, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection or in connection with any subordination of its interest as required by Article VIII, the Administrative Agent or Collateral Agent, as applicable, acting at the direction of the Required Lenders, shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, applicable Loan Party release. Any execution and delivery of documents pursuant to this Section shall have provided be without recourse to or warranty by the Administrative Agent such certifications or documents as Collateral Agent. The Lenders irrevocably authorize the Administrative Agent and Collateral Agent, as applicable, to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv) to the extent required by the terms of the obligations secured by such Liens at the Loan Parties’ reasonable request. The parties hereto acknowledge and agree that the Administrative Agent and the Collateral Agent may rely conclusively as to any of the matters described in this Section 9.15 (including as to its authority hereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall reasonably be delivered to the Administrative Agent and the Collateral Agent by the Loan Parties upon request. In the event of any conflict or inconsistency between any term of the Agreed Security Principles, if applicable, and any term of a Foreign Loan Document, the Secured Parties authorize, instruct and direct the Collateral Agent to, and the Collateral Agent shall promptly upon written request of the Borrower (i) enter into such amendments to such Foreign Loan Document or (ii) release and terminate such Foreign Loan Document and enter into a replacement Security Document on such amended terms, in order each case as shall be necessary or 146 desirable to demonstrate compliance with cure such conflict or inconsistency as the Borrower and the Administrative Agent (acting at the direction of the Required Lenders) shall determine in their reasonable discretion. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing such Agent’s authority to release particular types or items of Collateral pursuant to this AgreementSection and the other Loan Documents.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party)) or becomes an Excluded Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b), the security interest in such Collateral created by the Security Documents shall be automatically released. Upon the release of Holdings or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by Holdings or such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party (other than Parent and the Borrower) shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (i) upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant or becomes an Excluded Subsidiary (other than solely as a result of such Subsidiary ceasing to be a permitted merger with Significant Subsidiary) or an Unrestricted Subsidiary) and (ii) upon written notice from the Borrower to the Administrative Agent, upon or after such Loan Party becoming an Excluded Subsidiary solely as a result of such Subsidiary ceasing to be a Significant Subsidiary; provided that as of any date upon which a Loan Party (other than Parent and the Borrower) becomes an Excluded Subsidiary and its guarantee of the Obligations is released, the Borrower shall be deemed to have made an Investment in a Person that is not a Loan Party); provided that, if so required by this Agreement, Party in an amount equal to the Required Lenders shall have consented to such transaction fair market value of the assets (net of third-party liabilities and the terms intercompany assets) of such consent shall not have provided otherwiseSubsidiary as of such date (as determined reasonably and in good faith by a Financial Officer of Parent). Upon any sale or other transfer by any Loan Party (other than to the Borrower Parent or any Subsidiary other Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection 9.14, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrowerrelease, applicable and shall file (or authorize such Loan Party to file) any termination statements in respect of Uniform Commercial Code financing statements (or similar filings under applicable law). Any execution and delivery of documents pursuant to this Section 9.14 shall have provided be without recourse to or warranty by the Administrative Agent such certifications or documents as Agent. Each of the Secured Parties irrevocably authorizes the Administrative Agent shall reasonably request Agent, at its option and in order its discretion, to demonstrate compliance with effect the releases set forth in this AgreementSection 9.14.

Release of Liens and Guarantees. (a) A Subsidiary Subject to the reinstatement provisions set forth in any applicable Security Document, a Loan Party (other than Holdings) shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party)or becomes an Excluded Subsidiary; provided that, if so required by this Agreement, the Required Lenders (or if applicable, the Lenders) shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary other Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee (other than Holdings) in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Unrestricted Subsidiary shall be automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, On the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment date on which all (1) Obligations have been paid in full of all Secured Obligations in cash (other than (w) Secured Hedging Obligations not yet due and payable, (x) Secured Cash Management Obligations (as defined in the Collateral Agreementnot yet due and payable, (y) Secured Swap Supply Chain Financing Obligations (as defined in the Collateral Agreement) not yet due and payable and (z) contingent indemnification obligationsobligations not yet accrued and payable) and the expiration or termination of (2) all Letters of Credit have expired or been terminated (including as a result other than Letters of obtaining the consent of Credit that have been cash collateralized or backstopped in an amount, by an institution and otherwise pursuant to arrangements reasonably satisfactory to the applicable Issuing Bank as described in Section 9.05Bank), all obligations under the Loan Documents and all security interests created by under the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection 9.14, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence file or register in any office, or to evidence, such termination or release so long as the Borrower, applicable Loan Party release. Any execution and delivery of documents pursuant to this Section shall have provided be without recourse to or warranty by the Administrative Agent such certifications or documents as Agent. Each of the Secured Parties irrevocably authorizes the Administrative Agent shall reasonably request Agent, at its option and in order its discretion, to demonstrate compliance with effect the releases set forth in this AgreementSection.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in AMERICAS 107903477 Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party); provided thatParty or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary (other than solely as a result of such Subsidiary Loan Party ceasing to be a Wholly Owned Subsidiary) or (2) upon the request of the Borrower, if so required by in connection with a transaction permitted under this Agreement, the Required Lenders shall have consented to Agreement (but only a transaction in which such transaction Subsidiary Loan Party becomes a bona fide joint venture and the terms other Person taking an equity interest in such Subsidiary Loan Party is not an Affiliate of the Borrower (other than as a result of such consent shall not have provided otherwisejoint venture)) as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b)Collateral, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of Holdings or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by Holdings or such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the each applicable Issuing Bank as described in Section 9.059.05 of this Agreement), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection 9.14, the Administrative Agent or the Collateral Agent, as the case may be, shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subject to the Orders, to the extent applicable, a Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any single transaction or related series of transactions permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary (including pursuant subject to a permitted merger the proviso set forth in clause (a) of the Excluded Subsidiary definition) or (2) upon the request of the Borrower, in connection with a Subsidiary that is not a Loan Party); provided that, if so required by transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a wholly-owned Subsidiary (subject to the Required Lenders shall have consented proviso set forth in clause (a) of the Excluded Subsidiary definition). Subject to such transaction and the terms of such consent shall not have provided otherwise. Upon Section 6.19, (i) upon any sale or other transfer as part of or in connection with a Disposition by any Loan Party (other than to the Borrower or any Subsidiary other Loan Party) of any Collateral in a transaction permitted under this Agreement, (ii) if any property granted to or held by the Collateral Agent under any Loan Documents does not constitute (or ceases to constitute) and is not required to be Collateral or (iii) upon the effectiveness of any written consent to the release of the Lien or security interest created under any Security Document in any Collateral in accordance with or the release of any Loan Party from its Guarantee under the Domestic Guarantee Agreement or the Foreign Guarantee Agreement, as applicable, pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such Guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the The security interest in any Collateral owned by such Subsidiary of a Foreign Loan Party created will also be released pursuant to Foreign Loan Documents as specified by the Agreed Security Documents shall be automatically releasedPrinciples or the Canadian Collateral and Guarantee Requirement, as applicable. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination occurrence of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05)Termination Date, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection or in connection with any subordination of its interest as required by Article VIII, the Administrative Agent or Collateral Agent, as applicable, acting at the direction of the Required Lenders, shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, applicable Loan Party release. Any execution and delivery of documents pursuant to this Section shall have provided be without recourse to or warranty by the Administrative Agent such certifications or documents as Collateral Agent. The Lenders irrevocably authorize the Administrative Agent and Collateral Agent, as applicable, to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv) to the extent required by the terms of the obligations secured by such Liens at the Loan Parties’ reasonable request. The parties hereto acknowledge and agree that the Administrative Agent and the Collateral Agent may rely conclusively as to any of the matters described in this Section 9.15 (including as to its authority hereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall reasonably be delivered to the Administrative Agent and the Collateral Agent by the Loan Parties upon request. In the event of any conflict or inconsistency between any term of the Agreed Security Principles, if applicable, and any term of a Foreign Loan Document, the Secured Parties authorize, instruct and direct the Collateral Agent to, and the Collateral Agent shall promptly upon written request of the Borrower (i) enter into such amendments to such Foreign Loan Document or (ii) release and terminate such Foreign Loan Document and enter into a replacement Security Document on such amended terms, in order each case as shall be necessary or 141 desirable to demonstrate compliance with cure such conflict or inconsistency as the Borrower and the Administrative Agent (acting at the direction of the Required Lenders) shall determine in their reasonable discretion. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing such Agent’s authority to release particular types or items of Collateral pursuant to this AgreementSection and the other Loan Documents.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party); provided thatParty or a designation as an Unrestricted Subsidiary) or (2) upon the request of the Borrower, if so required by 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. (other than, on and after the Required Lenders shall have consented to such transaction Collateral and the terms of such consent shall not have provided otherwiseGuarantee Release Date, Safari). Upon (i) any sale or other transfer by any Loan Party (other than to the Holdings, a Borrower Party or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, Agreement or upon (ii) the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Loan Document Obligations (other than (x) contingent obligations not yet due, Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) and Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05Obligations), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. Upon the satisfaction of the Collateral and Guarantee Release Condition, (i) all of the security interests, mortgages, or other Liens in or on the Collateral which is not Designated Cash Collateral shall automatically terminate and be released (and all obligations under the Security Documents (except to the extent relating to any Designated Cash Collateral) shall automatically terminate and be released (except for such provisions that expressly survive as specified in such Security Document)) and (ii) following (x) the execution of the Amended and Restated Guarantee Agreement by each of the Collateral and Guarantee Release Date Loan Parties and the Administrative Agent in accordance with this Agreement (and the Lenders hereby irrevocably authorize the Administrative Agent to execute the Amended and Restated Guarantee Agreement on the Collateral and Guarantee Release Date) and (y) the receipt by the Administrative Agent from each of Parent and Safari of an executed joinder to this Agreement in a form reasonably satisfactory to the Administrative Agent and all other documentation as would have been required pursuant to Section 4.01 had Parent and Safari been parties to the Agreement on the Effective Date, all guarantees of any Restricted Subsidiary that is not a Collateral and Guarantee Release Date Loan Party under the Guarantee Agreement shall automatically be released to the extent such guarantees are not provided under the Amended and Restated Guarantee Agreement; provided that, with respect to each of clauses (i) and (ii) above, after giving effect to such release, no Default or Event of Default shall have occurred or be continuing as a result of a failure by Holdings, the Borrowers or any Restricted Subsidiary to observe or perform any covenant, condition or agreement contained in Sections 6.01 or 6.02 and the Administrative Agent shall have received a certificate of Holdings and the Borrowers signed by a Responsible Officer, in a form reasonably satisfactory to the Administrative Agent, certifying the same (the date on which such release occurs, the “Collateral and Guarantee Release Date”). For the avoidance of doubt, all guarantees of the Indebtedness hereunder provided by Holdings or any Subsidiary thereof shall remain in full force and effect notwithstanding such release. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Borrower, applicable Loan Party shall have provided Administrative Agent. The Lenders irrevocably authorize the Administrative Agent such certifications to release or documents as subordinate any Lien on any property granted to or held by the Administrative Agent shall or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv) or (xxi) to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably request in order acceptable to demonstrate compliance with this Agreementthe Administrative Agent.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan PartyParty or designation as an Unrestricted Subsidiary); provided that, (2) upon the request of the Borrower in connection with a transaction permitted under Section 6.14(a), as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary, (3) upon the request of the Borrower, if so required by this Agreementpermitted pursuant to Section 6.14(b) or (4) upon the request of the Borrower, the Required Lenders shall have consented to if such transaction and the terms of such consent shall not have provided otherwiseSubsidiary Loan Party becomes a Regulated Subsidiary or an Excluded Subsidiary. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the 176 consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan PartyParty 216 or designation as an Unrestricted Subsidiary); provided that, (2) upon the request of the Borrower in connection with a transaction permitted under Section 6.13(a), as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary, (3) upon the request of the Borrower, if so required by this Agreementpermitted pursuant to Section 6.13(b) or (4) upon the request of the Borrower, the Required Lenders shall have consented to if such transaction and the terms of such consent shall not have provided otherwiseSubsidiary Loan Party becomes a Regulated Subsidiary or an Excluded Subsidiary. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination occurrence of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05)Termination Date, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection or if a Loan Party requests the Administrative Agent to confirm that its Lien granted under the Security Documents does not attach to specified Excluded Assets, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination termination, release or release confirmation so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this AgreementAgreement or that such assets constitute Excluded Assets.

Release of Liens and Guarantees. (a) A Subject to the reinstatement provisions set forth in the Collateral Agreement, a Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party)Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to the any Borrower or any Subsidiary other Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon In addition to the release foregoing, during the continuance of any Subsidiary Loan Party from its Guarantee an Investment Grade Ratings Period, the Borrowers may, by notice to the Administrative Agent, require that the security interests in compliance the Collateral created by the Security Documents be released (and the requirements of Sections 5.03, 5.12 and 5.13 with this Agreementrespect to the Collateral shall cease to apply during such period); provided that after the termination of the applicable Investment Grade Ratings Period, the security interest in any Collateral owned by such Subsidiary Loan Party created interests contemplated by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary required to be reinstated not later than 60 days after such termination (or such longer period as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created may be agreed to by the Security Documents Administrative Agent in its sole discretion), and the Equity Interests of such Subsidiary shall automatically be released. Upon any Borrowers will, and will cause each Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreementto, take all actions that may be required under applicable law, or that the security interest created by Administrative Agent or the Security Documents in Required Lenders may reasonably request, to cause the Equity Interests of such Subsidiary shall automatically Collateral and Guarantee Requirement to thereafter be released. Upon termination and remain satisfied, all at the expense of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically releasedParties. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, applicable Loan Party release. Any execution and delivery of documents pursuant to this Section shall have provided be without recourse to or warranty by the Administrative Agent such certifications or documents as Agent. Each of the Secured Parties irrevocably authorizes the Administrative Agent shall reasonably request Agent, at its option and in order its discretion, to demonstrate compliance with effect the releases set forth in this AgreementSection.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan PartyParty or designation as an Unrestricted Subsidiary); provided that, (2) upon the request of the Borrower in connection with a transaction permitted under Section 6.13(a), as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary, (3) upon the request of the Borrower, if so required by this Agreementpermitted pursuant to Section 6.13(b) or (4) upon the request of the Borrower, the Required Lenders shall have consented to if such transaction and the terms of such consent shall not have provided otherwiseSubsidiary Loan Party becomes a Regulated Subsidiary or an Excluded Subsidiary. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination occurrence of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05)Termination Date, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection or if a Loan Party requests the Administrative Agent to confirm that its Lien granted under the Security Documents does not attach to specified Excluded Assets, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination termination, release or release confirmation so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this AgreementAgreement or that such assets constitute Excluded Assets.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party); provided thatParty or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary (other than solely as a result of such Subsidiary Loan Party ceasing to be a Wholly Owned Subsidiary) or (2) upon the request of the Borrower, if so required by in connection with a transaction permitted under this Agreement, the Required Lenders shall have consented to Agreement (but only a transaction in which such transaction Subsidiary Loan Party becomes a bona fide joint venture and the terms other Person taking an equity interest in such Subsidiary Loan Party is not an Affiliate of the Borrower (other than as a result of such consent shall not have provided otherwisejoint venture)) as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b)Collateral, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of Holdings or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by Holdings or such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.059.05 of this Agreement), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection 9.14, the Administrative Agent or the Collateral Agent, as the case may be, shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in order to demonstrate compliance with this Agreement.. (b) The Administrative Agent or the Collateral Agent, as the case may be, will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to subordinate its Lien on any property granted to or held by the Administrative Agent or the Collateral Agent, as the case may be, under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv). (c) Each of the Lenders and the Issuing Bank and, by accepting the benefits of the Security Documents, each Secured Party that is not a party hereto, irrevocably authorizes the Administrative Agent or the Collateral Agent, as the case may be, to provide any release or evidence of release, termination or subordination contemplated by this Section 9.14. Upon request by the Administrative Agent or the Collateral Agent, as the case may be, at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority or the Collateral Agent’s authority, as the case may be, to release or subordinate its interest in particular types or items of property, or to release any

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by (and, in the case of clauses (1), (2) and (3) below, in each case, to the extent constituting Excluded Assets, upon the request of the Borrower, the Equity Interests of) such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan PartyParty or a designation as an Unrestricted Subsidiary); provided that, if so required by (2) upon the request of the Borrower, upon any Subsidiary Loan Party becoming an Excluded Subsidiary or (3) upon the request of the Borrower, in connection with a transaction permitted under this Agreement, the Required Lenders shall have consented as a result of which such Subsidiary Loan Party ceases to such transaction and the terms of such consent shall not have provided otherwisebe a Wholly Owned Subsidiary. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b), the security interest in such Collateral created by the Security Documents shall be automatically released. Upon or the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreementunder the Guarantee Agreement pursuant to Section 9.02, the security interest interests in any such Collateral owned by such Subsidiary Loan Party created by the Security Documents or such guarantee shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05)Termination Date, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection 9.15, the Administrative Agent and the Collateral Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreementrelease.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party); provided thatParty or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary (other than solely as a result of such Subsidiary Loan Party ceasing to be a Wholly Owned Subsidiary) or (2) upon the request of the Borrower, if so required by in connection with a transaction permitted under this Agreement, the Required Lenders shall have consented to Agreement (but only a transaction in which such transaction Subsidiary Loan Party becomes a bona fide joint venture and the terms other Person taking an equity interest in such Subsidiary Loan Party is not an Affiliate of the Borrower (other than as a result of such consent shall not have provided otherwisejoint venture)) as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b)Collateral, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of Holdings or any Subsidiary Loan Party from its Guarantee in compliance AMERICAS 123601947 212 with this Agreement, the security interest in any Collateral owned by Holdings or such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the each applicable Issuing Bank as described in Section 9.059.05 of this Agreement), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection 9.14, the Administrative Agent or the Collateral Agent, as the case may be, shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the First Lien Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, released upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger or amalgamation with a Subsidiary that is not a Loan Party)Party or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise; provided, further, that if such Subsidiary Loan Party qualifies as an Excluded Subsidiary pursuant to clause (a) of the definition of such term, such Subsidiary Loan Party so qualifies as a result of a bona fide transaction not undertaken for the primary purpose of obtaining the release of such Subsidiary Loan Party from its obligations under the First Lien Loan Documents (and its Guarantee and any Liens granted by it under the First Lien Loan Documents). Upon any sale sale, disposition or other transfer by any Loan Party (other than to the Borrower or any Subsidiary other Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b)Collateral, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of Holdings or any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.Holdings

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement or any designation in accordance with Section 5.13, as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party)Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b), the security interest in such Collateral created by the Security Documents shall be automatically released. Upon or the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreementunder the Guarantee Agreement pursuant to Section 9.02, the security interest interests in any such Collateral owned by such Subsidiary Loan Party created by the Security Documents or such Guarantee shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured contingent indemnification obligations not yet due and Cash Management Obligations (as defined in the Collateral Agreement, (y) and Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligationsObligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. Any such release of Secured Obligations shall be deemed subject to the provision that such Secured Obligations shall be reinstated if after such release any portion of any payment in respect of the Secured Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any other Loan Party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any other Loan Party or any substantial part of its property, or otherwise, all as though such payment had not been made. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver deliver, without recourse or warranty, to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release (including any release from any global intercompany note delivered pursuant to Section 6.01(a)(iv)) so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.Agreement and the other Loan Documents. (b) The Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to subordinate the Administrative Agent’s Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv). (c) Each of the Lenders and the Issuing Bank irrevocably authorizes the Administrative Agent to provide any release or evidence of release, termination or subordination contemplated by this Section. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or

Release of Liens and Guarantees. (a%3) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan PartyParty or designation as an Unrestricted Subsidiary); provided that, (2) upon the request of the Borrower in connection with a transaction permitted under Section 6.14(a), as a result of which such Subsidiary Loan Party ceases to be a Wholly Owned Subsidiary, (3) upon the request of the Borrower, if so required by this Agreementpermitted pursuant to Section 6.14(b) or (4) upon the request of the Borrower, the Required Lenders shall have consented to if such transaction and the terms of such consent shall not have provided otherwiseSubsidiary Loan Party becomes a Regulated Subsidiary or an Excluded Subsidiary. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the any Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower Borrower, or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b), the security interest in such Collateral created by the Security Documents shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), 195 all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party); provided thatParty or a designation as an Unrestricted Subsidiary) or (2) upon the request of the Borrower, if so required by in connection with a transaction permitted under this Agreement, the Required Lenders shall have consented as a result of which such Subsidiary Loan party ceases to such transaction and the terms of such consent shall not have provided otherwisebe a wholly-owned Subsidiary. Upon (i) any sale or other transfer by any Loan Party (other than to the Holdings, a Borrower Party or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, Agreement or upon (ii) the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Loan Document Obligations (other than (x) contingent obligations not yet due, Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) and Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05Obligations), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. Upon the satisfaction of the Collateral Release Condition, all of the security interests, mortgages, or other Liens in or on the Collateral which is not Designated Cash Collateral shall automatically terminate; provided that, after giving effect to such release, no Default or Event of Default shall have occurred or be continuing as a result of a failure by Holdings, the Borrowers or any Restricted Subsidiary to observe or perform any covenant, condition or agreement contained in Sections 6.01 or 6.02 and the Administrative Agent shall have received a certificate of Holdings and the Borrowers signed by a Responsible Officer, in a form reasonably satisfactory to the Administrative Agent, certifying the same (the date on which such release occurs, the “Collateral Release Date”). For the avoidance of doubt, all guarantees of the Indebtedness hereunder provided by Holdings or any Subsidiary thereof shall remain in full force and effect notwithstanding such release. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Borrower, applicable Loan Party shall have provided Administrative Agent. The Lenders irrevocably authorize the Administrative Agent such certifications to release or documents as subordinate any Lien on any property granted to or held by the Administrative Agent shall or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv) or (xxi) to the extent required by the terms of the obligations secured by such Liens pursuant to documents reasonably request in order acceptable to demonstrate compliance with this Agreementthe Administrative Agent.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the any Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a 133 Subsidiary that is not a Loan Party); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower Borrower, or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b), the security interest in such Collateral created by the Security Documents shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) 313. A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan Party)Party or a designation as an Unrestricted Subsidiary) or is designated as an Immaterial Subsidiary pursuant to the further proviso of the definition of “Material Subsidiary”; provided thatthat no such release shall occur if such Subsidiary Loan Party continues to be a guarantor in respect of any Incremental Equivalent Debt, if so required by this Agreementany Credit Agreement Refinancing Indebtedness, any Permitted Ratio Debt or any other Material Indebtedness in respect of any of the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwiseforegoing. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with Section 9.02(b)Collateral, the security interest interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests Date of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05)Full Satisfaction, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. Without further written consent or authorization from Lenders or the Issuing Banks, the Administrative Agent and/or the Collateral Agent may execute any documents or instruments necessary to release or subordinate any Lien on any Collateral granted to or held by the Administrative Agent and/or the Collateral Agent under any Security Document to the holder of any Lien on such property that is a Permitted Encumbrance or is permitted pursuant to clauses (iv), (viii), (xi), (xiii), (xvii), (xxiv) and (xxvi) of Section 6.02. In connection with any termination or release pursuant to this SectionSection 9.14, the Administrative Agent or the Collateral Agent, as the case may be, shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger with a Subsidiary that is not a Loan PartyParty or designation as an Unrestricted Subsidiary); provided thatthat no such release shall occur if such Loan Party continues to be a guarantor in respect of the any Credit Agreement Refinancing Indebtedness, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwiseany Incremental Equivalent Debt or other material Indebtedness. Upon any sale or other transfer by any Loan Party (other than to Parent, Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral in accordance with or the release of Parent, Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such Guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Subsidiary Loan Party created by the Security Documents shall be automatically released. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) contingent indemnification obligations as to which no claim has been made and (y) Secured Cash Management Obligations and Secured Swap Obligations (each as defined in the Collateral Agreement, (y) as to which arrangements reasonably satisfactory to the applicable Secured Swap Obligations Party (as defined in the Collateral Agreement) and (z) contingent indemnification obligationshave been made) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.059.05 of the Credit Agreement, or as a result of such Letters of Credit being backstopped or Cash Collateralized), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection 9.15, the Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence or to file or register in any office such termination or release so long as the Borrower, Borrower or applicable Loan Party shall have provided the Administrative Agent or the Collateral Agent, as the case may be, such certifications or documents as the Administrative Agent or the Collateral Agent, as the case may be, shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Liens and Guarantees. (a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any single transaction or related series of transactions permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary (including pursuant subject to a permitted merger the proviso set forth in clause (a) of the Excluded Subsidiary definition) or (2) upon the request of the Borrower, in connection with a Subsidiary that is not a Loan Party); provided that, if so required by transaction permitted under this Agreement, as a result of which such Subsidiary Loan Party ceases to be a wholly-owned Subsidiary (subject to the Required Lenders shall have consented to such transaction and proviso set forth in clause (a) of the terms of such consent shall not have provided otherwiseExcluded Subsidiary definition). (i) Upon any sale or other transfer as part of or in connection with a Disposition by any Loan Party (other than to the Borrower or any Subsidiary other Loan Party) of any Collateral in a transaction permitted under this Agreement, (ii) if any property granted to or held by the Collateral Agent under any Loan Documents does not constitute (or ceases to constitute) and is not required to be Collateral or (iii) upon the effectiveness of any written consent to the release of the Lien or security interest created under any Security Document in any Collateral in accordance with or the release of any Loan Party from its Guarantee under the Domestic Guarantee Agreement or the Foreign Guarantee Agreement, as applicable, pursuant to Section 9.02(b)9.02, the security interest interests in such Collateral created by the Security Documents or such Guarantee shall be automatically released. Upon the release of any Subsidiary Loan Party from its Guarantee in compliance with this Agreement, the The security interest in any Collateral owned by such Subsidiary of a Foreign Loan Party created will also be released pursuant to Foreign Loan Documents as specified by the Agreed Security Documents shall be automatically releasedPrinciples or the Canadian Collateral and Guarantee Requirement, as applicable. Upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon any Subsidiary Loan Party becoming an Excluded Subsidiary in compliance with this Agreement, the security interest created by the Security Documents in the Equity Interests of such Subsidiary shall automatically be released. Upon termination occurrence of the aggregate Commitments and payment in full of all Secured Obligations (other than (x) Secured Cash Management Obligations (as defined in the Collateral Agreement, (y) Secured Swap Obligations (as defined in the Collateral Agreement) and (z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05)Termination Date, all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this SectionSection or in connection with any subordination of its interest as required by Article VIII, the Administrative Agent or Collateral Agent, as applicable, acting at the direction of the Required Lenders, shall execute and deliver to any Loan Party Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower, applicable Loan Party release. Any execution and delivery of documents pursuant to this Section shall have provided be without recourse to or warranty by the Administrative Agent such certifications or documents as Collateral Agent. The Lenders irrevocably authorize the Administrative Agent and Collateral Agent, as applicable, to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(iv) to the extent required by the terms of the obligations secured by such Liens at the Loan Parties’ reasonable request. The parties hereto acknowledge and agree that the Administrative Agent and the Collateral Agent may rely conclusively as to any of the matters described in this Section 9.15 (including as to its authority hereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall reasonably be delivered to the Administrative Agent and the Collateral Agent by the Loan Parties upon request. In the event of any conflict or inconsistency between any term of the Agreed Security Principles, if applicable, and any term of a Foreign Loan Document, the Secured Parties authorize, instruct and direct the Collateral Agent to, and the Collateral Agent shall promptly upon written request of the Borrower (i) enter into such amendments to such Foreign Loan Document or (ii) release and terminate such Foreign Loan Document and enter into a replacement Security Document on such amended terms, in order each case as shall be necessary or desirable to demonstrate compliance with cure such conflict or inconsistency as the Borrower and the Administrative Agent (acting at the direction of the Required Lenders) shall determine in their reasonable discretion. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing such Agent’s authority to release particular types or items of Collateral pursuant to this AgreementSection and the other Loan Documents.