Common use of Release of Liens and Guarantees Clause in Contracts

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of any assets or all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party to a person that is not (and is not required to become) a Loan Party in each case in a transaction not prohibited by Section 6.05 or in connection with an Unrestricted Subsidiary Designation or in connection with a pledge of the Equity Interests of joint ventures permitted by Section 6.02, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Parent or the Borrowers and at the Borrowers’ expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party in a transaction permitted by Section 6.05 or in connection with an Unrestricted Subsidiary Designation and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan Party’s obligations under its Guarantee. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Parent shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the request of the Borrowers, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) (i) subordinate any Lien granted to the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.02(a), (c), (i) or (j) and (ii) enter into intercreditor arrangements contemplated by Sections 6.01(g), (o), and (p), Sections 6.02(b), (c), (v), (z) and (aa) and the definition of “Permitted Refinancing Indebtedness.”

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of any assets or all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party Guarantor to a person Person that is not (and is not required to become) a Loan Party in each case in a transaction not prohibited by Section 6.05 or in connection with an Unrestricted Subsidiary Designation or in connection with a pledge of the Equity Interests of joint ventures expressly permitted by Section 6.026.05, the Administrative Agent (acting at the direction of the Required Lenders) shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Parent Holdings or the Borrowers Borrower and at the Borrowers’ Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of all of the Equity Interests of any Subsidiary Loan Party Guarantor in a transaction expressly permitted by Section 6.05 or in connection with an Unrestricted Subsidiary Designation and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary6.05, terminate such Subsidiary Loan PartyGuarantor’s obligations under its Guarantee. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Parent Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the request of the BorrowersBorrower, the Administrative Agent (acting at the direction of the Required Lenders) shall promptly (and the Lenders hereby authorize the Administrative Agent to) (i) subordinate any Lien granted to the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.02(a), 6.02(c) (csolely in the case of Liens securing Capital Lease Obligations and purchase money Indebtedness), (i) or ), (j), and (aa) and (ii) enter into intercreditor arrangements contemplated by (or amendments to the Security Documents to effect the arrangement contemplated by) Sections 6.01(g), (o), j) and (py), Sections 6.02(b), (c), (v), (z) and (aa) y), and the definition of “Permitted Refinancing Indebtedness.”

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of any assets or all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party to a person that is not (and is not required to become) a Loan Party in each case in a transaction not prohibited by Section 6.05 or in connection with an Unrestricted Subsidiary Designation or in connection with a pledge of the Equity Interests of joint ventures permitted by Section 6.02, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Parent Holdings or the Borrowers and at the Borrowers’ expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party in a transaction permitted by Section 6.05 or in connection with an Unrestricted Subsidiary Designation and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan Party’s obligations under its Guarantee. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Parent Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the request of the Borrowers, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) (i) subordinate any Lien granted to the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.02(a), (cc)(i), (i), (v), (z), (aa), (ff) or and (jgg) and (ii) enter into intercreditor arrangements contemplated by Sections 6.01(g), ) and (o), and (p), Sections 6.02(b), (c), (v), (z) and (aaz) and the definition of “Permitted Refinancing Indebtedness.”

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of any assets or all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party to a person that is not (and is not required to become) a Loan Party in each case in a transaction not prohibited by Section 6.05 or in connection with an Unrestricted a Subsidiary Designation Redesignation or in connection with a pledge of the Equity Interests of joint ventures permitted by Section 6.02, the Administrative Agent (or any co-agent, sub-collateral agent or other agent appointed pursuant to Section 8.12) shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Parent Holdings or the Borrowers Company and at the Borrowers’ Company’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party in a transaction permitted by Section 6.05 and Section 8.12 or in connection with an Unrestricted a Subsidiary Designation Redesignation and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan Party’s obligations under its Guarantee. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Parent Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the request of the Borrowers, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) (i) subordinate any Lien granted to the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.02(a), (c), (i) or (j) and (ii) enter into intercreditor arrangements contemplated by Sections 6.01(g), (o), and (p), Sections 6.02(b), (c), (v), (z) and (aa) and the definition of “Permitted Refinancing Indebtedness.”

Release of Liens and Guarantees. In the event that any Loan Party Obligor conveys, sells, leases, assigns, transfers or otherwise disposes of any property or assets or all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party other Obligor to a person Person that is not (and is not required to become) a Loan Party an Obligor, in each case in a transaction not prohibited by Section 6.05 Permitted Asset Disposition and/or Permitted Investment or in connection with the designation of an Unrestricted Subsidiary Designation or in connection with a pledge of the Equity Interests of in joint ventures constituting Excluded Assets and permitted by Section 6.02as a Permitted Lien, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Parent Holdings or the Borrowers Borrowers, and at the Borrowers’ expense expense, to (i) release any Liens created by any Loan Document in respect of such Equity Interests or assets, and, assets and (ii) in the case of a disposition of the Equity Interests of any Subsidiary Loan Party Obligor in a transaction permitted by Section 6.05 Permitted Asset Disposition and/or Permitted Investment or in connection with the designation of an Unrestricted Subsidiary Designation and as a result of which such Subsidiary Loan Party Obligor would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan PartyObligor’s obligations under its Guaranteethis Agreement (including Section 13 hereof). Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Parent Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the request and sole expense of the BorrowersLead Borrower, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) ): (i) subordinate any Lien lien granted to the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.02(aa Permitted Lien under Section 9.2.2(c), subclauses (A), (cC) and (D) of clause (f), subclause (B) of clause (f) (solely to the extent it relates to Debt incurred under Section 9.2.1(s)), (i), (m), (o), (t), (v), (w), (aa), (dd), (gg), (hh) or (jjj) (to the extent it relates to Refinancing Debt secured by Liens permitted by other clauses of Section 9.2.2 listed in this clause (i)), and (ii) enter into intercreditor arrangements contemplated by Sections 6.01(gSection 2.1.8(a), Section 9.2.1(d), (o), and (p), Sections 6.02(be), (ch), (i), (k) (to the extent it relates to Refinancing Debt with respect to Debt permitted by other clauses of Section 9.2.1 listed in this clause (ii)), (u), (v), (zaa)(ii) and (aaff), and Section 9.2.2(a), (f)(B), (u), (v), (w), (dd) and (jj) (to the definition extent it relates to Refinancing Debt secured by Liens permitted by other clauses of “Permitted Refinancing IndebtednessSection 9.2.2 listed in this sentence).”

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of any assets or all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party to a person that is not (and is not required to become) a Loan Party in each case in a transaction not prohibited by Section 6.05 or in connection with an Unrestricted Subsidiary Designation or in connection with a pledge of the Equity Interests of joint ventures permitted by Section 6.02, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Parent Holdings or the Borrowers Borrower and at the Borrowers’ Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party in a transaction permitted by Section 6.05 or in connection with an Unrestricted Subsidiary Designation and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan Party’s obligations under its Guarantee. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Parent Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the request of the BorrowersBorrower, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) (i) subordinate any Lien granted to the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.02(a), (cc)(i), (i), (v), (z), (aa), (ff) or and (jgg) and (ii) enter into intercreditor arrangements contemplated by Sections 6.01(g6.01(a), (o), (p) and (pw), Sections 6.02(b), (c6.02(c), (v), (z) and (aa) z), Section 2.22 and the definition of “Permitted Refinancing Indebtedness.”

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of any assets or all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party to a person that is not (and is not required to become) a Loan Party in each case in a transaction not prohibited by Section 6.05 or in connection with an Unrestricted a Subsidiary Designation Redesignation or in connection with a pledge of the Equity Interests of joint ventures permitted by Section 6.02, the Administrative Agent (or any co-agent, sub-collateral agent or other agent appointed pursuant to Section 8.12) shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Parent Holdings or the Borrowers Borrower and at the Borrowers’ Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party in a transaction permitted by Section 6.05 and Section 8.12 or in connection with an Unrestricted a Subsidiary Designation Redesignation and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan Party’s obligations under its Guarantee. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Parent Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the request of the Borrowers, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) (i) subordinate any Lien granted to the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.02(a), (c), (i) or (j) and (ii) enter into intercreditor arrangements contemplated by Sections 6.01(g), (o), and (p), Sections 6.02(b), (c), (v), (z) and (aa) and the definition of “Permitted Refinancing Indebtedness.”

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of any assets or all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party (other than the Equity Interests of the Borrower) to a person that is not (and is not required to become) a Loan Party in each case in a transaction not prohibited by Section 6.05 or in connection with an Unrestricted Subsidiary Designation or in connection with a pledge of the Equity Interests of joint ventures permitted by Section 6.026.05, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Parent Holdings or the Borrowers Borrower and at the Borrowers’ Borrower's expense to release any Liens created by any Loan Document in respect of such Equity Interests or assetsInterests, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party that is not the Borrower in a transaction permitted by Section 6.05 or in connection with an Unrestricted Subsidiary Designation and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan Party’s 's obligations under its Guarantee. In addition, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower's expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Parent Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the request of the Borrowers, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) (i) subordinate any Lien granted to the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.02(a), (c), (i) or (j) and (ii) enter into intercreditor arrangements contemplated by Sections 6.01(g), (o), and (p), Sections 6.02(b), (c), (v), (z) and (aa) and the definition of “Permitted Refinancing Indebtedness.”

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of any assets or all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party to a person that is not (and is not required to become) a Loan Party in each case in a transaction not prohibited by Section 6.05 or in connection with an Unrestricted Subsidiary Designation or in connection with a pledge of the Equity Interests of joint ventures permitted by Section 6.02, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Parent Holdings or the Borrowers and at the Borrowers’ expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party in a transaction permitted by Section 6.05 or in connection with an Unrestricted Subsidiary Designation and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan Party’s obligations under its Guarantee. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Parent Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the request of the Borrowers, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) (i) subordinate any Lien granted to the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.02(a), (cc)(i), (i), (v), (z), (aa), (ff) or and (jgg) and (ii) enter into intercreditor arrangements contemplated by Sections 6.01(g), ) and (o), and (p), Sections 6.02(b), (c), (v), (z) and (aaz) and the definition of “Permitted Refinancing Indebtedness.”” 155

Release of Liens and Guarantees. (a) In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of any assets or all or any portion of any of its assets (including the Equity Interests or assets of any Subsidiary Loan Party of its Subsidiaries and including in any case where an easement or similar interest expires in accordance with its terms) to a person Person that is not (and is not required to become) a Loan Party in each case in a transaction not prohibited by Section 6.05 the Loan Documents, the parties hereto agree that (i) any Liens attaching to such Equity Interests or in connection other assets pursuant to any Loan Document (along with an Unrestricted Subsidiary Designation or in connection with a pledge the guarantee of the Equity Interests Obligations by any Subsidiary Loan Party so transferred) shall be automatically released upon the consummation of joint ventures permitted by Section 6.02such conveyance, sale, lease, assignment, transfer or other disposition in accordance with the Loan Documents and (ii) the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Parent or the Borrowers Borrower and at the Borrowers’ Borrower’s expense (A) to evidence such release any of Liens created by any Loan Document in respect of such Equity Interests or assets, and, assets that are the subject of such disposition and (B) in the case of a the disposition of the any Equity Interests of any Subsidiary Loan Party in a transaction permitted Party, to evidence the release of any such guarantees of the Obligations, and any Liens granted to secure the Obligations, by Section 6.05 or in connection with an Unrestricted Subsidiary Designation and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan Party’s obligations under its Guarantee. Any representation, warranty or covenant contained in any Loan Document relating to any such Subsidiary, Equity Interests, asset Interests or subsidiary of Parent assets shall no longer be deemed to be made once such Equity Interests or asset is assets are so conveyed, sold, leased, assigned, transferred or disposed of. At the request of the Borrowers, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) (i) subordinate any Lien granted to the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.02(a), (c), (i) or (j) and (ii) enter into intercreditor arrangements contemplated by Sections 6.01(g), (o), and (p), Sections 6.02(b), (c), (v), (z) and (aa) and the definition of “Permitted Refinancing Indebtedness.”

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of any assets or all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party (other than the Equity Interests of a Borrower) to a person Person that is not (and is not required to become) a Loan Party in each case in a transaction not prohibited by Section 6.05 or in connection with an Unrestricted Subsidiary Designation or in connection with a pledge of the Equity Interests of joint ventures permitted by Section 6.026.05, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Parent or the Borrowers and at the Borrowers’ expense to release any Liens created by any Loan Document in respect of such Equity Interests or assetsInterests, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party that is not a Borrower in a transaction permitted by Section 6.05 or in connection with an Unrestricted Subsidiary Designation and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan Party’s obligations under its Guarantee. In addition, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrowers and at the Borrowers’ expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary Subsidiary of Parent the Domestic Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the request of the Borrowers, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) (i) subordinate any Lien granted to the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.02(a), (c), (i) or (j) and (ii) enter into intercreditor arrangements contemplated by Sections 6.01(g), (o), and (p), Sections 6.02(b), (c), (v), (z) and (aa) and the definition of “Permitted Refinancing Indebtedness.”

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of any assets or all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party Guarantor to a person Person that is not (and is not required to become) a Loan Party in each case in a transaction not prohibited by Section 6.05 or in connection with an Unrestricted Subsidiary Designation or in connection with a pledge of the Equity Interests of joint ventures expressly permitted by Section 6.026.05, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Parent Holdings or the Borrowers Borrower and at the Borrowers’ Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of all of the Equity Interests of any Subsidiary Loan Party Guarantor in a transaction expressly permitted by Section 6.05 or in connection with an Unrestricted Subsidiary Designation and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary6.05, terminate such Subsidiary Loan PartyGuarantor’s obligations under its Guarantee. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Parent Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the request of the BorrowersBorrower, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) (i) subordinate any Lien granted to the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.02(a), 6.02(c) (csolely in the case of Liens securing Capital Lease Obligations and purchase money Indebtedness), (i) or ), (j), and (aa) and (ii) enter into intercreditor arrangements contemplated by (or amendments to the Security Documents to effect the arrangement contemplated by) Sections 6.01(g), (o), j) and (py), Sections 6.02(b), (c), (v), (z) and (aa) y), and the definition of “Permitted Refinancing Indebtedness.”” 207

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of any assets or all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party Guarantor to a person Person that is not (and is not required to become) a Loan Party in each case in a transaction not prohibited by Section 6.05 or in connection with an Unrestricted Subsidiary Designation or in connection with a pledge of the Equity Interests of joint ventures permitted by Section 6.02, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Parent Holdings or the Borrowers Borrower and at the Borrowers’ Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party Guarantor in a transaction permitted by Section 6.05 or in connection with an Unrestricted Subsidiary Designation and as a result of which such Subsidiary Loan Party Guarantor would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan PartyGuarantor’s obligations under its Guarantee. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Parent Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the request of the BorrowersBorrower, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) (i) subordinate any Lien granted to the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.02(a), (c6.02(c)(i), (i) or ), and (jaa) and (ii) enter into intercreditor arrangements contemplated by (or amendments to the Security Documents to effect the arrangement contemplated by) Sections 6.01(g), (o), j) and (po), Sections 6.02(b), (c), and (v), (z) and (aa) and the definition of “Permitted Refinancing Indebtedness.”

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of any assets or all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party (other than the Equity Interests of a Borrower) to a person Person that is not (and is not required to become) a Loan Party in each case in a transaction not prohibited by Section 6.05 or in connection with an Unrestricted Subsidiary Designation or in connection with a pledge of the Equity Interests of joint ventures permitted by Section 6.026.05, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Parent Holdings or the Borrowers and at the Borrowers’ ' expense to release any Liens created by any Loan Document in respect of such Equity Interests or assetsInterests, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party that is not a Borrower in a transaction permitted by Section 6.05 or in connection with an Unrestricted Subsidiary Designation and as a 144 result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan Party’s 's obligations under its Guarantee. In addition, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Borrowers and at the Borrowers' expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Parent Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the request of the Borrowers, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) (i) subordinate any Lien granted to the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.02(a), (c), (i) or (j) and (ii) enter into intercreditor arrangements contemplated by Sections 6.01(g), (o), and (p), Sections 6.02(b), (c), (v), (z) and (aa) and the definition of “Permitted Refinancing Indebtedness.”

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of any assets or all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party to a person that is not (and is not required to become) a Loan Party in each case in a transaction not prohibited by Section 6.05 or in connection with an Unrestricted Subsidiary Designation or in connection with a pledge of the Equity Interests of joint ventures permitted by Section 6.02, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Parent Holdings or the Borrowers Borrower and at the Borrowers’ Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party in a transaction permitted by Section 6.05 or in connection with an Unrestricted Subsidiary Designation and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan Party’s obligations under its Guarantee. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Parent Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the request of the BorrowersBorrower, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) (i) subordinate any Lien granted to the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.02(a), (cc)(i), (i) or (j) and (ii) enter into intercreditor arrangements contemplated by Sections 6.01(g), (o), and (p), Sections 6.02(b), (c), (v), (z) and (aa) and (ii) enter into intercreditor arrangements contemplated by Sections 6.01(a), (o), (p) and (w), Sections 6.02(c), (v) and (z), Section 2.22 and the definition of “Permitted Refinancing Indebtedness.”

Release of Liens and Guarantees. In the event that any Loan Party Obligor conveys, sells, leases, assigns, transfers or otherwise disposes of any property or assets or all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party other Obligor to a person Person that is not (and is not required to become) a Loan Party an Obligor, in each case in a transaction not prohibited by Section 6.05 Permitted Asset Disposition and/or Permitted Investment or in connection with the designation of an Unrestricted Subsidiary Designation or in connection with a pledge of the Equity Interests of in joint ventures constituting Excluded Assets and permitted by Section 6.02as a Permitted Lien, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Parent Holdings or the Borrowers Borrowers, and at the Borrowers’ expense expense, to (i) release any Liens created by any Loan Document in respect of such Equity Interests or assets, and, assets and (ii) in the case of a disposition of the Equity Interests of any Subsidiary Loan Party Obligor in a transaction permitted by Section 6.05 Permitted Asset Disposition and/or Permitted Investment or in connection with the designation of an Unrestricted Subsidiary Designation and as a result of which such Subsidiary Loan Party Obligor would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan PartyObligor’s obligations under its Guaranteethis Agreement (including Section 13 hereof). Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Parent Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the request and sole expense of the BorrowersLead Borrower, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) ): (i) subordinate any Lien lien granted to the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.02(aa Permitted Lien under Section 9.2.2(c), subclauses (A), (c), (i) or (jC) and (iiD) enter into intercreditor arrangements contemplated by Sections 6.01(gof clause (f), subclause (o), and (p), Sections 6.02(b), (c), (v), (zB) and (aa) and the definition of “Permitted Refinancing Indebtedness.”clause

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of any assets or all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party Guarantor to a person Person that is not (and is not required to become) a Loan Party in each case in a transaction not prohibited by Section 6.05 or in connection with an Unrestricted Subsidiary Designation or in connection with a pledge of the Equity Interests of joint ventures permitted by Section 6.02, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Parent Holdings or the Borrowers Borrower and at the Borrowers’ Borrower’s expense to release any Liens created by any Loan Document in respect of such 138 Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party Guarantor in a transaction permitted by Section 6.05 or in connection with an Unrestricted Subsidiary Designation and as a result of which such Subsidiary Loan Party Guarantor would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan PartyGuarantor’s obligations under its Guarantee. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Parent Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the request of the BorrowersBorrower, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) (i) subordinate any Lien granted to the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.02(a), (c6.02(c)(i), (i) or ), and (jaa) and (ii) enter into intercreditor arrangements contemplated by (or amendments to the Security Documents to effect the arrangement contemplated by) Sections 6.01(g), (o), j) and (po), Sections 6.02(b), (c), and (v), (z) and (aa) and the definition of “Permitted Refinancing Indebtedness.”

Release of Liens and Guarantees. In the event that any Loan Party Obligor conveys, sells, leases, assigns, transfers or otherwise disposes of any property or assets or all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party other Obligor to a person Person that is not (and is not required to become) a Loan Party an Obligor, in each case in a transaction not prohibited by Section 6.05 Permitted Asset Disposition and/or Permitted Investment or in connection with the designation of an Unrestricted Subsidiary Designation or in connection with a pledge of the Equity Interests of in joint ventures constituting Excluded Assets and permitted by Section 6.02as a Permitted Lien, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Parent Holdings or the Borrowers Borrower, and at the BorrowersBorrower’ expense expense, to (i) release any Liens created by any Loan Document in respect of such Equity Interests or assets, and, assets and (ii) in the case of a disposition of the Equity Interests of any Subsidiary Loan Party Obligor in a transaction permitted by Section 6.05 Permitted Asset Disposition and/or Permitted Investment or in connection with the designation of an Unrestricted Subsidiary Designation and as a result of which such Subsidiary Loan Party Obligor would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan PartyObligor’s obligations under its Guaranteethis Agreement (including Section 10 hereof). Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Parent Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the request and sole expense of the BorrowersBorrower, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) ): (i1) subordinate any Lien lien granted to the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.02(a), a Permitted Lien under Section 6.2 (c), Section 6.2 (if) or (jbut with respect to subclause (B), solely to the extent relating to Debt incurred under Section 6.1(u)), Sections 6.2(i), Section 6.2(m), Section 6.2 (o), Section 6.2 (t), Section 6.2(w), Section 6.2(v), Section 6.2 (x) (to the extent it relates to Permitted Refinancing Debt secured by Liens permitted by other clauses of Section 6.2 listed in this clause (1)), Section 6.2(aa), Section 6.2 (dd), Section 6.2 (ff) and Section 6.2(gg)); and (ii2) enter into intercreditor arrangements contemplated by Sections 6.01(gor required in connection with Section 6.1(p), (oSection 6.1(x), and Section 6.1(v) (pto the extent it relates to Permitted Refinancing Debt secured by Liens permitted by other clauses of Section 6.1 listed in this clause (2)), Sections 6.02(bSection 6.1(ff), (cSection 6.2(b), (v), (zSection 6.2(u) and (aa) Section 2.22 and the definition of “Permitted Refinancing IndebtednessDebt” (in each case, only to the extent that the Liens on the Collateral securing the ABL Facility are subordinated or made subject to an intercreditor arrangement to the same extent) subject to the terms of the Intercreditor Agreement.”

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of any assets or all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party (other than the Equity Interests of a Borrower) to a person Person that is not (and is not required to become) a Loan Party in each case in a transaction not prohibited by Section 6.05 or in connection with an Unrestricted Subsidiary Designation or in connection with a pledge of the Equity Interests of joint ventures permitted by Section 6.026.05, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Parent or the Borrowers and at the Borrowers’ expense to release any Liens created by any Loan Document in respect of such Equity Interests or assetsInterests, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party that is not a Borrower in a transaction permitted by Section 6.05 or in connection with an Unrestricted Subsidiary Designation and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, terminate such Subsidiary 120 Loan Party’s obligations under its Guarantee. In addition, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrowers and at the Borrowers’ expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Parent the Domestic Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the request of the Borrowers, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) (i) subordinate any Lien granted to the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.02(a), (c), (i) or (j) and (ii) enter into intercreditor arrangements contemplated by Sections 6.01(g), (o), and (p), Sections 6.02(b), (c), (v), (z) and (aa) and the definition of “Permitted Refinancing Indebtedness.”

Release of Liens and Guarantees. In the event that any Loan Party Obligor conveys, sells, leases, assigns, transfers or otherwise disposes of any property or assets or all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party other Obligor to a person Person that is not (and is not required to become) a Loan Party an Obligor, in each case in a transaction not prohibited by Section 6.05 Permitted Asset Disposition and/or Permitted Investment or in connection with the designation of an Unrestricted Subsidiary Designation or in connection with a pledge of the Equity Interests of in joint ventures constituting Excluded Assets and permitted by Section 6.02as a Permitted Lien, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Parent Holdings or the Borrowers Borrower, and at the BorrowersBorrower’ expense expense, to (i) release any Liens created by any Loan Document in respect of such Equity Interests or assets, and, assets and (ii) in the case of a disposition of the Equity Interests of any Subsidiary Loan Party Obligor in a transaction permitted by Section 6.05 Permitted Asset Disposition and/or Permitted Investment or in connection with the designation of an Unrestricted Subsidiary Designation and as a result of which such Subsidiary Loan Party Obligor would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan PartyObligor’s obligations under its Guaranteethis Agreement (including Section 10 hereof). Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Parent Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the request and sole expense of the BorrowersBorrower, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) ): (i1) subordinate any Lien lien granted to the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is a Permitted Lien under Section 6.2(c), Section 6.2(f) (but with respect to subclause (B), solely to the extent relating to Debt incurred under Section 6.1(u)), Sections 6.2(i), Section 6.2(m), Section 6.2(o), Section 6.2(t), Section 6.2(w), Section 6.2(v), Section 6.2(x) (to the extent it relates to Permitted Refinancing Debt secured by Liens permitted by Sections 6.02(aother clauses of Section 6.2 listed in this clause (1)), (cSection 6.2(aa), (i) or (jSection 6.2(dd), Section 6.2(ff) and Section 6.2(gg)); and (ii2) enter into intercreditor arrangements contemplated by Sections 6.01(gor required in connection with Section 6.1(p), (oSection 6.1(x), and Section 6.1(v) (pto the extent it relates to Permitted Refinancing Debt secured by Liens permitted by other clauses of Section 6.1 listed in this clause (2)), Sections 6.02(bSection 6.1(ff), (cSection 6.2(b), (v), (zSection 6.2(u) and (aa) Section 2.22 and the definition of “Permitted Refinancing Indebtedness.”Debt” (in each case, only to the extent that the Liens on the Collateral securing the ABL Facility are subordinated or made subject to an intercreditor arrangement to the same extent) subject to the terms of the Intercreditor Agreement. Additionally, the Lenders hereby authorize and direct the Administrative Agent to take such actions as it determinates may be necessary or advisable to release its Liens in the Specified Mortgaged Property promptly following the Amendment No. 2

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of any assets or all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party (other than the Equity Interests of the Borrower) to a person that is not (and is not required to become) a Loan Party in each case in a transaction not prohibited by Section 6.05 or in connection with an Unrestricted Subsidiary Designation or in connection with a pledge of the Equity Interests of joint ventures permitted by Section 6.026.05, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Parent Holdings or the Borrowers Borrower and at the Borrowers’ Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assetsInterests, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party that is not the Borrower in a transaction permitted by Section 6.05 or in connection with an Unrestricted Subsidiary Designation and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan Party’s obligations under its Guarantee. In addition, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Parent Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the request of the Borrowers, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) (i) subordinate any Lien granted to the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.02(a), (c), (i) or (j) and (ii) enter into intercreditor arrangements contemplated by Sections 6.01(g), (o), and (p), Sections 6.02(b), (c), (v), (z) and (aa) and the definition of “Permitted Refinancing Indebtedness.”

Release of Liens and Guarantees. In the event that any Loan Party Obligor conveys, sells, leases, assigns, transfers or otherwise disposes of any property or assets or all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party other Obligor to a person Person that is not (and is not required to become) a Loan Party an Obligor, in each case in a transaction not prohibited by Section 6.05 Permitted Asset Disposition and/or Permitted Investment or in connection with the designation of an Unrestricted Subsidiary Designation or in connection with a pledge of the Equity Interests of in joint ventures constituting Excluded Assets and permitted by Section 6.02as a Permitted Lien, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Parent Holdings or the Borrowers Borrower, and at the BorrowersBorrower’ expense expense, to (i) release any Liens created by any Loan Document in respect of such Equity Interests or assets, and, assets and (ii) in the case of a disposition of the Equity Interests of any Subsidiary Loan Party Obligor in a transaction permitted by Section 6.05 Permitted Asset Disposition and/or Permitted Investment or in connection with the designation of an Unrestricted Subsidiary Designation and as a result of which such Subsidiary Loan Party Obligor would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan PartyObligor’s obligations under its Guaranteethis Agreement (including Section 10 hereof). Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Parent Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the request and sole expense of the BorrowersBorrower, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) ): (i1) subordinate any Lien lien granted to the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is a Permitted Lien under Section 6.2(c), Section 6.2(f) (but with respect to subclause (B), solely to the extent relating to Debt incurred under Section 6.1(u)), Sections 6.2(i), Section 6.2(m), Section 6.2(o), Section 6.2(t), Section 6.2(w), Section 6.2(v), Section 6.2(x) (to the extent it relates to Permitted Refinancing Debt secured by Liens permitted by Sections 6.02(aother clauses of Section 6.2 listed in this clause (1)), (cSection 6.2(aa), (i) or (jSection 6.2(dd), Section 6.2(ff) and Section 6.2(gg)); and (ii2) enter into intercreditor arrangements contemplated by Sections 6.01(gor required in connection with Section 6.1(p), (oSection 6.1(x), and Section 6.1(v) (pto the extent it relates to Permitted Refinancing Debt secured by Liens permitted by other clauses of Section 6.1 listed in this clause (2)), Sections 6.02(bSection 6.1(ff), (cSection 6.2(b), (v), (zSection 6.2(u) and (aa) Section 2.22 and the definition of “Permitted Refinancing IndebtednessDebt” (in each case, only to the extent that the Liens on the Collateral securing the ABL Facility are subordinated or made subject to an intercreditor arrangement to the same extent) subject to the terms of the Intercreditor Agreement.”

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of any assets or all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party Guarantor to a person Person that is not (and is not required to become) a Loan Party in each case in a transaction not prohibited by Section 6.05 or in connection with an Unrestricted Subsidiary Designation or in connection with a pledge of the Equity Interests of joint ventures expressly permitted by Section 6.026.05, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Parent Holdings or the Borrowers Borrower and at the Borrowers’ Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of all of the Equity Interests of any Subsidiary Loan Party Guarantor in a transaction expressly permitted by Section 6.05 or in connection with an Unrestricted Subsidiary Designation and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary6.05, terminate such Subsidiary Loan PartyGuarantor’s obligations under its Guarantee. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Parent Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the request of the BorrowersBorrower, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) (i) subordinate any Lien granted to the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.02(a), 6.02(c) (csolely in the case of Liens securing Capital Lease Obligations and purchase money Indebtedness), (i) or ), (j), and (aa) and (ii) enter into intercreditor arrangements contemplated by (or amendments to the Security Documents to effect the arrangement contemplated by) Sections 6.01(g), (o), j) and (py), Sections 6.02(b), (c), (v), (z) and (aa) y), and the definition of “Permitted Refinancing Indebtedness.”

Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of any assets or all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party (other than the Equity Interests of the Borrower) to a person Person that is not (and is not required to become) a Loan Party in each case in a transaction not prohibited by Section 6.05 or in connection with an Unrestricted Subsidiary Designation or in connection with a pledge of the Equity Interests of joint ventures permitted by Section 6.026.05, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by Parent or the Borrowers Borrower and at the Borrowers’ Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assetsInterests, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party that is not the Borrower in a transaction permitted by Section 6.05 or in connection with an Unrestricted Subsidiary Designation and as a result of which such Subsidiary Loan Party would cease to be a Restricted Subsidiary, terminate such Subsidiary Loan Party’s obligations under its Guarantee. In addition, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Parent the Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the request of the Borrowers, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) (i) subordinate any Lien granted to the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.02(a), (c), (i) or (j) and (ii) enter into intercreditor arrangements contemplated by Sections 6.01(g), (o), and (p), Sections 6.02(b), (c), (v), (z) and (aa) and the definition of “Permitted Refinancing Indebtedness.”