Common use of Releases of Collateral Clause in Contracts

Releases of Collateral. The Administrative Agent agrees with the Borrower that the Administrative Agent shall: (a) release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon Payment in Full of all Obligations, (ii) when such property is sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iii) if such release is approved, authorized or ratified in writing in accordance with Section 10.2 or (iv) when such property is subject to Liens permitted under Section 7.2(d) (solely to the extent required by the holder of such Lien), (e), (f), and, to the extent relating to extensions, renewals or replacements of such Liens, Section 7.2(h); (b) release any Lien on any Mortgaged Properties upon the occurrence of the Mortgage Release Event; (c) release any Loan Party from its obligations under the applicable Collateral Documents (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (ii) if such Subsidiary becomes an Excluded Subsidiary in accordance with the requirements set forth in Section 5.18; (d) release any Lien on any Capital Stock of any Subsidiary that (i) ceases to be a Subsidiary as a result of any transaction permitted hereunder or (ii) is an Excluded Subsidiary; and (e) subordinate the Liens and security interests of the Administrative Agent on any Collateral (other than Capital Stock and accounts receivable) to the extent contemplated by, and in accordance with the requirements of (including, without limitation, that any intercreditor agreement entered into in connection therewith be reasonably satisfactory to the Administrative Agent), Section 7.2(i); in each case, upon delivery by the Borrower of a certificate of a Responsible Officer to the Administrative Agent requesting and certifying as to the grounds for such release or subordination pursuant to this Section 10.17, as applicable. In each case as specified in this Section 10.17, the Administrative Agent is authorized by the Secured Parties and the Borrower and shall, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the Liens granted under the applicable Collateral Documents, or release such Loan Party from its obligations under the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section.

Releases of Collateral. The Administrative Agent agrees with the Borrower that the Administrative Agent shall: (a) effectuate the releases contemplated by Section 3.4 and Section 11.8; (b) release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon Payment in Full of all Obligations, ; (ii) when such property that is sold or to be sold as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document, hereunder; (iii) if such release is approved, authorized or ratified in writing in accordance with Section 10.2 10.2; or (iv) when such property which is subject to Liens permitted under Section 7.2(d7.2(f), (g) or (n) (in each case, solely to the extent required by the holder of such Lien), (e), (f), and, to the extent relating to extensions, renewals or replacements of such Liens, Section 7.2(h7.2(g); (b) release any Lien on any Mortgaged Properties upon the occurrence of the Mortgage Release Event; (c) release any Loan Party from its obligations under the applicable Collateral Documents (iand release any Liens on the assets of each Person) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (ii) if such Subsidiary becomes an Excluded Subsidiary in accordance with the requirements set forth in Section 5.18;hereunder; and (d) release any Lien on any Capital Stock of any Subsidiary that (i) ceases to be a Subsidiary as a result of any transaction permitted hereunder or (ii) is an Excluded Subsidiary; and (e) subordinate the Liens and security interests of the Administrative Agent on any Collateral (other than Capital Stock and accounts receivable) to the extent contemplated by, and in accordance hereunder. In connection with the requirements of (including, without limitation, that any intercreditor agreement entered into in connection therewith be reasonably satisfactory to the Administrative Agent), Section 7.2(i); in each case, upon delivery by the Borrower of a certificate of a Responsible Officer to the Administrative Agent requesting and certifying as to the grounds for such release or subordination pursuant to this Section 10.17, as applicable. In each case as specified in this Section 10.17foregoing, the Administrative Agent is authorized by the Secured Parties and the Borrower and shall, at the Borrower’s expense, execute, deliver and record such documents and instruments as may be reasonably necessary or advisable to effectuate or confirm such releases. In addition, the Administrative Agent will execute and deliver to the applicable Loan Party such releases and subordination agreements and other documents as such Loan Party may be reasonably request necessary or advisable to evidence the release of such item of Collateral from the Liens granted under the applicable Collateral Documents, or release such Loan Party from its obligations under the applicable Collateral Documents, in each case in accordance with the terms allow Permitted Encumbrances of the Loan Documents and this Sectiontype referred to in clause (iv) of the definition thereof.

Releases of Collateral. The Administrative Agent agrees with Liens securing the Borrower that Notes and the Administrative Agent shallNote Guarantees will, automatically and without the need for any further action by any Person, be released: (a) release any Lien on any property granted to in whole or held by in part, with the Administrative Agent under any Loan Document (i) upon Payment consent of the requisite Holders in Full of all Obligationsaccordance with Article 9, (ii) when such property is sold as part of or including consents obtained in connection with any sale permitted hereunder a tender offer or under any other Loan Documentexchange offer for, (iii) if such release is approvedor purchase of, authorized or ratified in writing in accordance with Section 10.2 or (iv) when such property is subject to Liens permitted under Section 7.2(d) (solely to the extent required by the holder of such Lien), (e), (f), and, to the extent relating to extensions, renewals or replacements of such Liens, Section 7.2(h);Notes: (b) release any Lien in whole, upon: (i) discharge of this Indenture under Section 11.01 hereof; (ii) a Legal Defeasance or Covenant Defeasance of this Indenture under Article 8 hereof; or (iii) payment in full of outstanding principal, accrued and unpaid interest and all other Obligations on any Mortgaged Properties upon the occurrence of the Mortgage Release EventNotes issued under this Indenture; (c) release in part, as to any Loan Party from its obligations under the applicable Collateral Documents asset constituting Collateral (i) if that is sold or otherwise disposed of by the Company or any of the Guarantors (other than any such Person ceases sale to be the Company or a Subsidiary as a result of Guarantor) in a transaction permitted hereunder under Section 4.07 and the Security Documents (to the extent of the interest sold or disposed of) or otherwise permitted by this Indenture and the Security Documents, if all other Liens on that asset securing the First Lien Obligations and any Permitted Additional Pari Passu Obligations then secured by that asset are released; (ii) if such Subsidiary becomes an Excluded Subsidiary in accordance with that is cash withdrawn from deposit accounts or securities accounts for any purpose not prohibited under this Indenture or the requirements set forth in Section 5.18Security Documents; (diii) release any Lien on any that is Capital Stock of any Subsidiary that (i) ceases to be a Subsidiary as a result of any transaction permitted hereunder or (ii) is an Excluded Subsidiary; and (e) subordinate the Liens and security interests of the Administrative Agent on any Collateral (other than Capital Stock and accounts receivable) Parent Company to the extent contemplated bynecessary for such Subsidiary not to be subject to any requirement pursuant to Rule 3-16 or Rule 3-10 of Regulation S-X under the Exchange Act, due to the fact that such Subsidiary’s Capital Stock secures the Notes or the Note Guarantees, to file separate financial statements with the SEC (or any other governmental agency); (iv) that is used to make a Restricted Payment or Permitted Investment permitted by this Indenture; (v) that becomes Excluded Property (as defined in the Security Agreement) or Excluded Collateral (as defined in the Pledge Agreement); or (vi) that is otherwise released in accordance with, and as expressly provided for in accordance with with, this Indenture or the requirements of (including, without limitation, that any intercreditor agreement entered into in connection therewith be reasonably satisfactory to the Administrative Agent), Section 7.2(i); in each case, upon delivery by the Borrower of a certificate of a Responsible Officer to the Administrative Agent requesting and certifying as to the grounds for such release or subordination pursuant to this Section 10.17, as applicable. In each case as specified in this Section 10.17, the Administrative Agent is authorized by the Secured Parties and the Borrower and shall, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the Liens granted under the applicable Collateral Security Documents, or release such Loan Party from its obligations under the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section.

Releases of Collateral. The Administrative Agent agrees with the Borrower that the Administrative Agent shall: (a) release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon Payment in Full of all Obligations, (ii) when such property is sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iii) if such release is approved, authorized or US-DOCS\107476819.12 ratified in writing in accordance with Section 10.2 (including, for the avoidance of doubt, termination on or after the Closing Date of any Control Account Agreements or Sweep Agreements (each as defined in the Existing Credit Agreement) entered into in connection with the Existing Credit Agreement) or (iv) when such property is subject to Liens permitted under Section 7.2(d) (solely to the extent required by the holder of such Lien), (e), (f), and, to the extent relating to extensions, renewals or replacements of such Liens, Section 7.2(h); (b) release any Lien on any Mortgaged Properties upon the occurrence of the Mortgage Release Event[reserved]; (c) release any Loan Party from its obligations under the applicable Collateral Documents (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder (including, for the avoidance of doubt, the Pennant Subsidiaries upon consummation of the Pennant Transaction) or (ii) if such Subsidiary becomes an Excluded Subsidiary in accordance with the requirements set forth in Section 5.18; (d) release any Lien on any Capital Stock of any Subsidiary that (i) ceases to be a Subsidiary as a result of any transaction permitted hereunder (including, for the avoidance of doubt, the Pennant Subsidiaries upon consummation of the Pennant Transaction) or (ii) is an Excluded Subsidiary; and (e) subordinate the Liens and security interests of the Administrative Agent on any Collateral (other than Capital Stock and accounts receivable) to the extent contemplated by, and in accordance with the requirements of (including, without limitation, that any intercreditor agreement entered into in connection therewith be reasonably satisfactory to the Administrative Agent), Section 7.2(i); in each case, upon delivery by the Borrower of a certificate of a Responsible Officer to the Administrative Agent requesting and certifying as to the grounds for such release or subordination pursuant to this Section 10.17, as applicable. In each case as specified in this Section 10.17, the Administrative Agent is authorized by the Secured Parties and the Borrower and shall, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the Liens granted under the applicable Collateral Documents, or release such Loan Party from its obligations under the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section. For the avoidance of doubt, the Secured Parties authorize and direct the Administrative Agent to, upon consummation of the Pennant Transaction, release each Pennant Subsidiary from its obligations under the Loan Documents and release the Liens granted under the Collateral Documents on the assets and Capital Stock of each Pennant Subsidiary.

Releases of Collateral. The Administrative Agent agrees with the Borrower that the Administrative Agent shall: (a) release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon Payment in Full of all Obligations, (ii) when such property is sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iii) if such release is approved, authorized or ratified in writing in accordance with Section 10.2 or (iv) when such property is subject to Liens permitted under Section 7.2(d) (solely to the extent required by the holder of such Lien), (e), (f), and, to the extent relating to extensions, renewals or replacements of such Liens, Section 7.2(h); (b) release any Lien on any Mortgaged Properties upon the occurrence of the Mortgage Release Event; (c) release any Loan Party from its obligations under the applicable Collateral Documents (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder hereunder, (ii) if such Subsidiary becomes an Immaterial Subsidiary in accordance with the requirements set forth in Section 5.17 or (iiiii) if such Subsidiary becomes an Excluded Subsidiary in accordance with the requirements set forth in Section 5.18; (d) release any Lien on any Capital Stock of any Subsidiary that (i) ceases to be a Subsidiary as a result of any transaction permitted hereunder or (ii) is an Excluded Subsidiary; and (e) subordinate the Liens and security interests of the Administrative Agent on any Collateral (other than Capital Stock and accounts receivable) to the extent contemplated by, and in accordance with the requirements of (including, without limitation, that any intercreditor agreement entered into in connection therewith be reasonably satisfactory to the Administrative Agent), Section 7.2(i); in each case, upon delivery by the Borrower of a certificate of a Responsible Officer to the Administrative Agent requesting and certifying as to the grounds for such release or subordination pursuant to this Section 10.17, as applicable. , In each case as specified in this Section 10.17, the Administrative Agent is authorized by the Secured Parties and the Borrower and shall, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the Liens granted under the applicable Collateral Documents, or release such Loan Party from its obligations under the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section.

Releases of Collateral. The Administrative Agent agrees with Liens securing the Borrower that Notes and the Administrative Agent shallGuarantees will, automatically and without the need for any further action by any Person be released: (a) release any Lien on any property granted to in whole or held by in part, with the Administrative Agent under any Loan Document (i) upon Payment consent of the requisite holders in Full of all Obligationsaccordance with Article IX, (ii) when such property is sold as part of or including consents obtained in connection with any sale permitted hereunder a tender offer or under any other Loan Documentexchange offer for, (iii) if such release is approvedor purchase of, authorized or ratified in writing in accordance with Section 10.2 or (iv) when such property is subject to Liens permitted under Section 7.2(d) (solely to the extent required by the holder of such Lien), (e), (f), and, to the extent relating to extensions, renewals or replacements of such Liens, Section 7.2(h);Notes: (b) release any Lien in whole, upon: (i) Discharge of this Indenture under Section 8.8 hereof; or (ii) a legal defeasance or covenant defeasance of this Indenture under Article VIII hereof; (iii) upon payment in full of principal, interest and all other Obligations on any Mortgaged Properties upon the occurrence of the Mortgage Release EventNotes issued under this Indenture; (c) release in part, as to any Loan Party from its obligations under the applicable Collateral Documents asset constituting Collateral: (i) if that is sold or otherwise disposed of by the Company or any of the Guarantors (other than any such Person ceases sale to be the Company or a Subsidiary as a result of Guarantor) in a transaction permitted hereunder under Section 4.10 and the Security Documents (to the extent of the interest sold or disposed of) or otherwise permitted by this Indenture and the Security Documents, if all other Liens on that asset securing the First Lien Obligations and any Permitted Additional Pari Passu Obligations then secured by that asset (including all commitments thereunder) are released; (ii) if that is cash withdrawn from deposit accounts for any purpose not prohibited under this Indenture or the Security Documents; (iii) that is a Capital Interest of a Subsidiary of the Company to the extent necessary for such Subsidiary not to be subject to any requirement pursuant to Rule 3-16 or Rule 3-10 of Regulation S-X under the Exchange Act, due to the fact that such Subsidiary’s Capital Interest secures the Notes or Guarantees, to file separate financial statements with the Commission (or any other governmental agency); (iv) that is used to make a Restricted Payment or Permitted Investment permitted by this Indenture; (v) that becomes an Excluded Subsidiary Property; or (vi) that is otherwise released in accordance with the requirements set forth in Section 5.18; (d) release any Lien on any Capital Stock of any Subsidiary that (i) ceases to be a Subsidiary as a result of any transaction permitted hereunder or (ii) is an Excluded Subsidiary; and (e) subordinate the Liens and security interests of the Administrative Agent on any Collateral (other than Capital Stock and accounts receivable) to the extent contemplated bywith, and as expressly provided for in accordance with the requirements of (includingwith, without limitation, that any intercreditor agreement entered into in connection therewith be reasonably satisfactory to the Administrative Agent), Section 7.2(i); in each case, upon delivery by the Borrower of a certificate of a Responsible Officer to the Administrative Agent requesting and certifying as to the grounds for such release or subordination pursuant to this Section 10.17, as applicable. In each case as specified in this Section 10.17, the Administrative Agent is authorized by the Secured Parties Indenture and the Borrower and shall, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the Liens granted under the applicable Collateral Security Documents, or release such Loan Party from its obligations under the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section.

Releases of Collateral. The Administrative Agent agrees with Liens securing the Borrower that Notes and the Administrative Agent shallNote Guarantees will, automatically and without the need for any further action by any Person, be released: (a) release any Lien on any property granted to in whole or held by in part, with the Administrative Agent under any Loan Document (i) upon Payment consent of the requisite Holders in Full of all Obligationsaccordance with Article 9, (ii) when such property is sold as part of or including consents obtained in connection with any sale permitted hereunder a tender offer or under any other Loan Documentexchange offer for, (iii) if such release is approvedor purchase of, authorized or ratified in writing in accordance with Section 10.2 or (iv) when such property is subject to Liens permitted under Section 7.2(d) (solely to the extent required by the holder of such Lien), (e), (f), and, to the extent relating to extensions, renewals or replacements of such Liens, Section 7.2(h);Notes: (b) release any Lien in whole, upon: (i) discharge of this Indenture under Section 11.01 hereof; (ii) a legal defeasance or covenant defeasance of this Indenture under Article 8 hereof; or (iii) payment in full of outstanding principal, accrued and unpaid interest and all other Obligations on any Mortgaged Properties upon the occurrence of the Mortgage Release EventNotes issued under this Indenture; (c) release in part, as to any Loan Party from its obligations under the applicable Collateral Documents asset constituting Collateral (i) if that is sold or otherwise disposed of by the Company or any of the Domestic Guarantors (other than any such Person ceases sale to be the Company or a Subsidiary as a result of Domestic Guarantor) in a transaction permitted hereunder under Section 4.07 and the Security Documents (to the extent of the interest sold or disposed of) or otherwise permitted by this Indenture and the Security Documents, if all other Liens on that asset securing the First Lien Obligations and any Permitted Additional Pari Passu Obligations (including all commitments thereunder) then secured by that asset are released; (ii) if such Subsidiary becomes an Excluded Subsidiary in accordance with that is cash withdrawn from deposit accounts for any purpose not prohibited under this Indenture or the requirements set forth in Section 5.18Security Documents; (diii) release any Lien on any that is Capital Stock of any Subsidiary that (i) ceases to be a Subsidiary as a result of any transaction permitted hereunder or (ii) is an Excluded Subsidiary; and (e) subordinate the Liens and security interests of the Administrative Agent on any Collateral (other than Capital Stock and accounts receivable) Parent Company to the extent contemplated bynecessary for such Subsidiary not to be subject to any requirement pursuant to Rule 3-16 or Rule 3-10 of Regulation S-X under the Exchange Act, due to the fact that such Subsidiary’s Capital Stock secures the Notes or the Note Guarantees, to file separate financial statements with the SEC (or any other governmental agency); (iv) that is used to make a Restricted Payment or Permitted Investment permitted by this Indenture; (v) that becomes Excluded Property (as defined in the Security Agreement); or (vi) that is otherwise released in accordance with, and as expressly provided for in accordance with the requirements of (includingwith, without limitation, that any intercreditor agreement entered into in connection therewith be reasonably satisfactory to the Administrative Agent), Section 7.2(i); in each case, upon delivery by the Borrower of a certificate of a Responsible Officer to the Administrative Agent requesting and certifying as to the grounds for such release or subordination pursuant to this Section 10.17, as applicable. In each case as specified in this Section 10.17, the Administrative Agent is authorized by the Secured Parties Indenture and the Borrower and shall, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the Liens granted under the applicable Collateral Security Documents, or release such Loan Party from its obligations under the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section.

Releases of Collateral. The Administrative Agent agrees (a) Upon the request of any Loan Party made in connection with any sale, transfer or other disposition of Collateral permitted pursuant to clauses (B), (C) or (E) of Section 7.02(d)(ii) of this Agreement (a "Permitted Disposition"), provided that, in the Borrower that case of clause (E) of Section 7.02(d)(ii), the Net Proceeds of any such Permitted Disposition are paid to the Administrative Agent pursuant to Section 2.07(k) of this Agreement, the Collateral Agent shall: (a) release any , at the expense of the Loan Parties, promptly release, without recourse, representation and warranty, its Lien on any property granted such Collateral. Notwithstanding anything to the contrary, the Collateral Agent shall not have any obligation to release its Lien on any such Collateral if the Collateral Agent determines, in its sole discretion exercised reasonably, that the conditions of this subsection (b) of Section 12.18 have not been satisfied. (b) The Loan Parties may exercise their rights under this Section 12.18 at any time during the term of this Financing Agreement in connection with a Permitted Disposition by delivering to the Collateral Agent, not less than five Business Days prior to the date of the proposed Permitted Disposition and release, a certificate substantially in the form of Exhibit L hereto (the "Release Certificate") of the chief executive officer of the Company which shall refer to this Section 12.18, identify the assets proposed to be sold or held disposed of and any documents that the Loan Parties are requesting the Collateral Agent to sign in connection with any such proposed release, and be accompanied by a counterpart of any such documents executed and acknowledged by all parties thereto (if any) other than the Collateral Agent (and in form for execution by the Administrative Agent under any Loan Document Collateral Agent) certifying, as of the date of the Release Certificate, that (i) upon Payment in Full both immediately before and immediately after giving effect to such requested release, no Default or Event of all ObligationsDefault shall have occurred and be continuing, (ii) when such property the sale, transfer or disposition is sold as part of or made in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 7.02(d)(ii) hereof, and (iii) if the Net Proceeds of such release is approvedPermitted Disposition has been made or, authorized or ratified in writing in accordance with Section 10.2 or (iv) when such property is subject to Liens permitted under Section 7.2(d) (solely as a condition to the extent required by the holder of such Lien)requested release, (e), (f), and, to the extent relating to extensions, renewals or replacements of such Liens, Section 7.2(h); (b) release any Lien on any Mortgaged Properties upon the occurrence of the Mortgage Release Event; (c) release any Loan Party from its obligations under the applicable Collateral Documents (i) if such Person ceases to will be a Subsidiary as a result of a transaction permitted hereunder or (ii) if such Subsidiary becomes an Excluded Subsidiary in accordance with the requirements set forth in Section 5.18; (d) release any Lien on any Capital Stock of any Subsidiary that (i) ceases to be a Subsidiary as a result of any transaction permitted hereunder or (ii) is an Excluded Subsidiary; and (e) subordinate the Liens and security interests of the Administrative Agent on any Collateral (other than Capital Stock and accounts receivable) to the extent contemplated by, and in accordance with the requirements of (including, without limitation, that any intercreditor agreement entered into in connection therewith be reasonably satisfactory made to the Administrative Agent), Section 7.2(i); provided that in each casethe event that the Release Certificate states that the Borrowers are required to make a payment of such Net Proceeds, upon (A) such Release Certificate shall contain a calculation of the amount of such payment and (B) prior to or simultaneously with the release requested by the Loan Parties and the delivery by the Borrower Collateral Agent of a certificate of a Responsible Officer to the Administrative Agent requesting and certifying as to the grounds for such release or subordination pursuant to this Section 10.17, as applicable. In each case as specified in this Section 10.17any documents relating thereto, the Administrative Agent is authorized shall have received such payment within two Business Days after receipt by the Secured Parties and the Borrower and shall, at the applicable Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the Liens granted under the applicable Collateral Documents, or release such Loan Party from its obligations under the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section.

Releases of Collateral. The Administrative Agent agrees with the Borrower that the Administrative Agent shall: (a) release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon Payment in Full of all Obligations, (ii) when such property is sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iii) if such release is approved, authorized or ratified in writing in accordance with Section 10.2 or (iv) when such property is subject to Liens permitted under Section 7.2(d) (solely to the extent required by the holder of such Lien), (e), (f), and, to the extent relating to extensions, renewals or replacements of such Liens, Section 7.2(h); (b) release any Lien on any Mortgaged Properties upon the occurrence of the Mortgage Release Event; (c) release any Loan Party from its obligations under the applicable Collateral Documents (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (ii) if such Subsidiary becomes an Excluded Subsidiary in accordance with the requirements set forth in Section 5.18; (d) release any Lien on any Capital Stock of any Subsidiary that (i) ceases to be a Subsidiary as a result of any transaction permitted hereunder or (ii) is an Excluded Subsidiary; and (e) subordinate the Liens and security interests of the Administrative Agent on any Collateral (other than Capital Stock and accounts receivable) to the extent contemplated by, and in accordance with the requirements of (including, without limitation, that any intercreditor agreement entered into in connection therewith be reasonably satisfactory to the Administrative Agent), Section 7.2(i); in each case, upon delivery by the Borrower of a certificate of a Responsible Officer to the Administrative Agent requesting and certifying as to the grounds for such release or subordination pursuant to this Section 10.17, as applicable. In each case as specified in this Section 10.17, the Administrative Agent is authorized by the Secured Parties and the Borrower and shall, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the Liens granted under the applicable Collateral Documents, or release such Loan Party from its US-DOCS\51545218.9 obligations under the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section.

Releases of Collateral. The Administrative Agent agrees Liens on the Collateral will be released with respect to each series of Notes and the Borrower that the Administrative Agent shallrelated Guarantees: (a) release upon payment in full of the principal of, together with any Lien accrued and unpaid interest on any and all other obligations owed under such series of Notes and this Indenture, Guarantees and Security Documents that are payable at or prior to the time such principal together with accrued and unpaid interest are paid; (b) in whole, as to all property granted subject to or held by the Administrative Agent under any Loan Document such Liens, upon: (i) upon Payment satisfaction and discharge of this Indenture in Full of all Obligations, accordance with Article 8 hereof; or (ii) when such property is sold as part of Legal Defeasance or in connection with any sale permitted hereunder or under any other Loan Document, (iii) if such release is approved, authorized or ratified in writing Covenant Defeasance in accordance with Article 8 hereof; (c) in part, as to any property or asset constituting Collateral (A) that is sold or otherwise disposed of (other than to another Grantor) in a transaction not prohibited by Section 10.2 4.06 hereof or (ivB) when that is owned by a Guarantor to the extent such Guarantor has been released from its guarantee in accordance with the terms of this Indenture; (d) as to any property is subject or assets, upon the consent of the requisite holders pursuant to Liens permitted under Section 7.2(d9.02 of this Indenture; (e) to the extent such Collateral (solely other than Specified Cash Flow Priority Collateral) becomes Excluded Assets as a result of a transaction not prohibited by this Indenture; (f) to the extent required by the holder of such Lien), (e), (f), and, to the extent relating to extensions, renewals or replacements of such Liens, Section 7.2(h); (b) release any Lien on any Mortgaged Properties upon the occurrence of the Mortgage Release Event; (c) release any Loan Party from its obligations under the applicable Collateral Documents (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (ii) if such Subsidiary becomes an Excluded Subsidiary in accordance with the requirements set forth in Section 5.18; (d) release any Lien on any Capital Stock of any Subsidiary that (i) ceases to be a Subsidiary as a result of any transaction permitted hereunder or (ii) is an Excluded SubsidiaryABL/Cash Flow Intercreditor Agreement; and (eg) subordinate upon any sale or disposition of Collateral in compliance with this Indenture with respect to any series of Notes and the Liens and security interests of the Administrative Agent on any Collateral Security Documents (other than Capital Stock and accounts receivable) to the extent contemplated byCompany or another Guarantor), the Liens in favor of the Notes Collateral Agent with respect to such series of Notes on such Collateral and in accordance with the requirements of (including, without limitation, that any intercreditor agreement entered into in connection therewith be reasonably satisfactory subject to the Administrative Agentprovisions described under Section 10.01(b), Section 7.2(i); in each case) all proceeds thereof (other than any proceeds received by the Company or a Guarantor from such sale or disposition) shall automatically terminate and be released and the Notes Collateral Agent with respect to such series of Notes, upon delivery by the Borrower receipt of a certificate an Officer’s Certificate and an Opinion of a Responsible Officer Counsel certifying that all conditions precedent to the Administrative Agent requesting and certifying as to the grounds for such release or subordination pursuant to this Section 10.17have been met, as applicable. In each case as specified in this Section 10.17, the Administrative Agent is authorized by the Secured Parties and the Borrower and shall, at the Borrower’s expense, will execute and deliver to the applicable Loan Party such documents and instruments, prepared by the Company, as such Loan Party the Company and the Guarantors may reasonably request to evidence such termination and release (without recourse, representation or warranty) without the release consent of the holders of such item series of Collateral from the Liens granted under the applicable Collateral Documents, or release such Loan Party from its obligations under the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this SectionNotes.

Releases of Collateral. The Administrative Agent agrees Liens securing the Notes and the Guarantees will, upon compliance with the Borrower that conditions precedent to the Administrative Agent shallrelease of the Collateral together with such documentation, if any, as may be required by this Indenture, automatically and without the need for any further action by any Person be released: (a) release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon Payment in Full of all Obligations, (ii) when such property is sold as part of whole or in connection with part, as applicable, as to all or any sale permitted hereunder or under any other Loan Document, (iii) if such release is approved, authorized or ratified in writing in accordance with Section 10.2 or (iv) when such portion of property is subject to such Liens permitted under Section 7.2(d) (solely to the extent required that has been taken by the holder of such Lien)eminent domain, (e), (f), and, to the extent relating to extensions, renewals condemnation or replacements of such Liens, Section 7.2(h)other similar circumstances; (b) release any Lien on any Mortgaged Properties upon the occurrence in whole, as to all property subject to such Liens, upon: (i) payment in full of the Mortgage Release Eventprincipal of, accrued and unpaid interest and premium on the Notes; or (ii) satisfaction and discharge of this Indenture under Section 8.2; or (iii) legal defeasance or covenant defeasance of this Indenture under Article VIII; (c) release in part, as to any Loan Party from its obligations under the applicable Collateral Documents property that (i) if such Person ceases is sold, transferred or otherwise disposed of by Parent or a Restricted Subsidiary (other than to be Parent or a Subsidiary as a result of Restricted Subsidiary) in a transaction permitted hereunder not prohibited by this Indenture, at the time of such sale, transfer or disposition, to the extent of the interest sold, transferred or disposed of or (ii) if such Subsidiary becomes an Excluded Subsidiary in accordance is owned or at any time acquired by a Guarantor that has been released from its Guarantee, concurrently with the requirements set forth in Section 5.18release of such Guarantee; (d) release any Lien on any Capital Stock of any Subsidiary that (i) ceases to be a Subsidiary as a result of any transaction permitted hereunder or (ii) is an Excluded Subsidiary; and[Intentionally Omitted]; (e) subordinate the Liens and security interests as to property that constitutes all or substantially all of the Administrative Agent on any Collateral securing the Notes, with the consent of the Holders at least 66 2⁄3% in aggregate principal amount of the Notes; (other than Capital Stock and accounts receivablef) to the extent contemplated byif such property becomes Excluded Assets; or (g) in part, and if required, in accordance with the requirements applicable provisions of (including, without limitation, that any intercreditor agreement entered into in connection therewith be reasonably satisfactory the Security Documents. Notwithstanding anything to the Administrative Agent), Section 7.2(i); in each case, upon delivery by the Borrower of a certificate of a Responsible Officer to the Administrative Agent requesting and certifying as to the grounds for such release or subordination pursuant to this Section 10.17, as applicable. In each case as specified in this Section 10.17contrary herein, the Administrative Agent is authorized by the Secured Parties Issuer and the Borrower and shall, at the Borrower’s expense, execute and deliver Guarantors will not be required to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release comply with all or any portion of such item of Collateral from the Liens granted under the applicable Collateral Documents, or release such Loan Party from its obligations under the applicable Collateral Documents, in each case in accordance with the terms Section 314(d) of the Loan Documents and this SectionTrust Indenture Act.

Releases of Collateral. The Administrative Agent agrees with the Borrower that the Administrative Agent shall: (a) release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon Payment in Full of all Obligations, (ii) when such property is sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iii) if such release is approved, authorized or ratified in writing in accordance with Section 10.2 or (iv) when such US-DOCS\151470090.12 property is subject to Liens permitted under Section 7.2(d) (solely to the extent required by the holder of such Lien), (e), (f), and, to the extent relating to extensions, renewals or replacements of such Liens, Section 7.2(h); (b) release any Lien on any Mortgaged Properties upon the occurrence of the Mortgage Release Event[reserved]; (c) release any Loan Party from its obligations under the applicable Collateral Documents (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (ii) if such Subsidiary becomes an Excluded Subsidiary in accordance with the requirements set forth in Section 5.18; (d) release any Lien on any Capital Stock of any Subsidiary that (i) ceases to be a Subsidiary as a result of any transaction permitted hereunder or (ii) is an Excluded Subsidiary; and (e) subordinate the Liens and security interests of the Administrative Agent on any Collateral (other than Capital Stock and accounts receivable) to the extent contemplated by, and in accordance with the requirements of (including, without limitation, that any intercreditor agreement entered into in connection therewith be reasonably satisfactory to the Administrative Agent), Section 7.2(i) or in connection with Liens permitted by Section 7.2(d) or as otherwise permitted by Section 10.2(b)(viii); in each case, upon delivery by the Borrower of a certificate of a Responsible Officer to the Administrative Agent requesting and certifying as to the grounds for such release or subordination pursuant to this Section 10.17, as applicable. In each case as specified in this Section 10.17, the Administrative Agent is authorized by the Secured Parties and the Borrower and shall, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the Liens granted under the applicable Collateral Documents, or release such Loan Party from its obligations under the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section.

Releases of Collateral. The Administrative Agent agrees with the Borrower that the Administrative Agent shall: (a) release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon Payment in Full of all Obligations, (ii) when such property is sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iii) if such release is approved, authorized or ratified in writing in accordance with Section 10.2 or (iv) when such property is subject to Liens permitted under Section 7.2(d) (solely to the extent required by the holder of such Lien), ) and (e), (f), ) and, to the extent relating to extensions, renewals or replacements of such Liens, Section 7.2(h); (b) release any Lien on any Mortgaged Properties upon the occurrence of the Mortgage Release Event[reserved]; (c) release any Loan Party from its obligations under the applicable Collateral Documents (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (ii) if such Subsidiary becomes an Excluded a Specified Conflicted Subsidiary in accordance with the requirements set forth in Section 5.185.18 (other than in the case of a Specified Conflicted Subsidiary Designation Event under clause (d) of the definition thereof); (d) release any Lien on any Capital Stock of any Subsidiary that (i) ceases to be a Subsidiary as a result of any transaction permitted hereunder or (ii) is an Excluded Subsidiarya Specified Conflicted Subsidiary (other than as a result of a Specified Conflicted Subsidiary Designation Event under clause (d) of the definition thereof); and (e) subordinate the Liens and security interests of the Administrative Agent on any Collateral (other than Capital Stock and accounts receivable) to the extent contemplated by, and in accordance with the requirements of (including, without limitation, that any intercreditor agreement entered into in connection therewith be reasonably satisfactory to the Administrative Agent), Section 7.2(i); in each case, upon delivery by the Borrower of a certificate of a Responsible Officer to the Administrative Agent requesting and certifying as to the grounds for such release or subordination pursuant to this Section 10.17, as applicable. In each case as specified in this Section 10.17, the Administrative Agent is authorized by the Secured Parties and the Borrower and shall, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the Liens granted under the applicable Collateral Documents, or release of such Loan Party from its obligations under the applicable Collateral Documents, or subordination of Liens, in each case in accordance with the terms of the Loan Documents and this Section.

Releases of Collateral. The Administrative Agent agrees with Liens securing the Borrower that Notes and the Administrative Agent shallNote Guarantees will, automatically and without the need for any further action by any Person be released: (a) release any Lien on any property granted to in whole or held by in part, with the Administrative Agent under any Loan Document (i) upon Payment consent of the requisite holders in Full of all Obligationsaccordance with Article IX, (ii) when such property is sold as part of or including consents obtained in connection with any sale permitted hereunder a tender offer or under any other Loan Documentexchange offer for, (iii) if such release is approvedor purchase of, authorized or ratified in writing in accordance with Section 10.2 or (iv) when such property is subject to Liens permitted under Section 7.2(d) (solely to the extent required by the holder of such Lien), (e), (f), and, to the extent relating to extensions, renewals or replacements of such Liens, Section 7.2(h)Notes; (b) release any Lien in whole, upon: (i) Discharge of this Indenture under Section 8.8 hereof; or (ii) a legal defeasance or covenant defeasance of this Indenture under Article VIII hereof; (iii) upon payment in full of principal, interest and all other Obligations on any Mortgaged Properties upon the occurrence of the Mortgage Release EventNotes issued under this Indenture; (c) release any Loan Party from its obligations under the applicable Collateral Documents (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder in whole or (ii) if such Subsidiary becomes an Excluded Subsidiary in part and in accordance with the requirements set forth Intercreditor Agreement, in Section 5.18connection with a sale or other disposition of the Collateral; (i) in connection with an Enforcement Action (as defined in the Intercreditor Agreement) by the First Lien Agent; (ii) any disposition of Collateral to a person other than the Issuer or a Guarantor permitted under the First Lien Documents as in effect on the Issue Date, other than in connection with a Discharge of First Lien Obligations or after and during the continuance of any Event of Default; (iii) consented to by the First Lien Agent after the occurrence of an event of default under the First Lien Credit Documents in connection with good faith efforts by First Lien Agent to collect the First Lien Obligations through the disposition of Collateral with the net cash proceeds of such disposition being used to permanently retire First Lien Obligations and cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so repaid; provided that, in each case, the First Lien Agent has released its Liens on the applicable Collateral; (d) release in part, as to any Lien on any Capital Stock of any Subsidiary that asset constituting Collateral: (i) ceases that is sold or otherwise disposed of by the Issuer or any of the Guarantors (other than any such sale to be the Issuer or a Subsidiary as Guarantor) in a result of any transaction permitted hereunder under Section 4.10 and the Security Documents (to the extent of the interest sold or disposed of) or otherwise permitted by this Indenture and the Security Documents, if all other Liens on that asset securing the First Lien Obligations and any Permitted Additional Pari Passu Obligations then secured by that asset (including all commitments thereunder) are released (other than in connection with a Discharge of First Lien Obligations or after and during the continuance of an Event of Default); (ii) that is an Excluded Subsidiary; andcash withdrawn from deposit accounts for the benefit of a person other than the Issuer or a Guarantor for any purpose not prohibited under this Indenture or the Security Documents; (eiii) subordinate the Liens and security interests that is a Capital Interest of a Subsidiary of the Administrative Agent on any Collateral (other than Capital Stock and accounts receivable) Issuer to the extent contemplated bynecessary for such Subsidiary not to be subject to any requirement pursuant to Rule 3-16 or Rule 3-10 of Regulation S-X under the Exchange Act, due to the fact that such Subsidiary’s Capital Interest secures the Notes or Guarantees, to file separate financial statements with the Commission (or any other governmental agency); (iv) that is used to make a Restricted Payment or Permitted Investment permitted by this Indenture to the extent such Collateral is transferred to a person other than the Issuer or a Guarantor; (v) that becomes Excluded Property (as defined in the Security Agreement); or (vi) that is otherwise released in accordance with, and as expressly provided for in accordance with the requirements of (includingwith, without limitation, that any intercreditor agreement entered into in connection therewith be reasonably satisfactory to the Administrative Agent), Section 7.2(i); in each case, upon delivery by the Borrower of a certificate of a Responsible Officer to the Administrative Agent requesting and certifying as to the grounds for such release or subordination pursuant to this Section 10.17, as applicable. In each case as specified in this Section 10.17, the Administrative Agent is authorized by the Secured Parties Indenture and the Borrower and shall, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the Liens granted under the applicable Collateral Security Documents, or release such Loan Party from its obligations under the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section.

Releases of Collateral. The Administrative Agent agrees with Liens securing the Borrower that Notes and the Administrative Agent shallNote Guarantees will, automatically and without the need for any further action by any Person be released: (a) release any Lien on any property granted to in whole or held by in part, with the Administrative Agent under any Loan Document (i) upon Payment consent of the requisite holders in Full of all Obligationsaccordance with Article IX, (ii) when such property is sold as part of or including consents obtained in connection with any sale permitted hereunder a tender offer or under any other Loan Documentexchange offer for, (iii) if such release is approvedor purchase of, authorized or ratified in writing in accordance with Section 10.2 or (iv) when such property is subject to Liens permitted under Section 7.2(d) (solely to the extent required by the holder of such Lien), (e), (f), and, to the extent relating to extensions, renewals or replacements of such Liens, Section 7.2(h)Notes; (b) release any Lien in whole, upon: (i) Discharge of this Indenture under Section 8.8 hereof; or (ii) a legal defeasance or covenant defeasance of this Indenture under Article VIII hereof; (iii) upon payment in full of principal, interest and all other Obligations on any Mortgaged Properties upon the occurrence of the Mortgage Release EventNotes issued under this Indenture; (c) release any Loan Party from its obligations under the applicable Collateral Documents (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder in whole or (ii) if such Subsidiary becomes an Excluded Subsidiary in part and in accordance with the requirements set forth Intercreditor Agreement, in Section 5.18connection with a sale or other disposition of the Collateral (i) in connection with an Enforcement Action (as defined in the Intercreditor Agreement) by the First Lien Agent; (ii) any disposition of Collateral to a person other than the Issuer or a Guarantor permitted under the First Lien Documents as in effect on the Issue Date, other than in connection with a Discharge of First Lien Obligations or after and during the continuance of any Event of Default; (iii) consented to by the First Lien Agent after the occurrence of an event of default under the First Lien Credit Documents in connection with good faith efforts by First Lien Agent to collect the First Lien Obligations through the disposition of Collateral with the net cash proceeds of such disposition being used to permanently retire First Lien Obligations and cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so repaid; provided that, in each case, the First Lien Agent has released its Liens on the applicable Collateral; (d) release in part, as to any Lien on any Capital Stock of any Subsidiary that asset constituting Collateral (i) ceases that is sold or otherwise disposed of by the Issuer or any of the Guarantors (other than any such sale to be the Issuer or a Subsidiary as Guarantor) in a result of any transaction permitted hereunder under Section 4.10 and the Security Documents (to the extent of the interest sold or disposed of) or otherwise permitted by this Indenture and the Security Documents, if all other Liens on that asset securing the First Lien Obligations and any Permitted Additional Pari Passu Obligations then secured by that asset (including all commitments thereunder) are released (other than in connection with a Discharge of First Lien Obligations or after and during the continuance of an Event of Default); (ii) that is an Excluded Subsidiary; andcash withdrawn from deposit accounts for the benefit of a person other than the Issuer or a Guarantor for any purpose not prohibited under this Indenture or the Security Documents; (eiii) subordinate the Liens and security interests that is a Capital Interest of a Subsidiary of the Administrative Agent on any Collateral (other than Capital Stock and accounts receivable) Company to the extent contemplated bynecessary for such Subsidiary not to be subject to any requirement pursuant to Rule 3-16 or Rule 3-10 of Regulation S-X under the Exchange Act, due to the fact that such Subsidiary’s Capital Interest secures the Notes or Guarantees, to file separate financial statements with the Commission (or any other governmental agency); (iv) that is used to make a Restricted Payment or Permitted Investment permitted by this Indenture to the extent such Collateral is transferred to a person other than the Issuer or a Guarantor; (v) that becomes Excluded Property (as defined in the Security Agreement); or (vi) that is otherwise released in accordance with, and as expressly provided for in accordance with the requirements of (includingwith, without limitation, that any intercreditor agreement entered into in connection therewith be reasonably satisfactory to the Administrative Agent), Section 7.2(i); in each case, upon delivery by the Borrower of a certificate of a Responsible Officer to the Administrative Agent requesting and certifying as to the grounds for such release or subordination pursuant to this Section 10.17, as applicable. In each case as specified in this Section 10.17, the Administrative Agent is authorized by the Secured Parties Indenture and the Borrower and shall, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the Liens granted under the applicable Collateral Security Documents, or release such Loan Party from its obligations under the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section.

Releases of Collateral. The Administrative Agent agrees Liens securing the Securities and the Guarantees will, automatically and without the need for any further action by any Person be released: (1) in whole or in part, as applicable, as to all or any portion of property subject to such Liens which has been taken by eminent domain, condemnation or other similar circumstances in accordance with the Borrower that the Administrative Agent shallterms of Section 4.06 and Section 4.15; (2) in whole upon: (a) release any Lien on any property granted to payment in full of the principal of, together with accrued and unpaid interest on, the Securities and all other Obligations under this Indenture, the Guarantees and the Security Documents that are due and payable at or held by the Administrative Agent under any Loan Document (i) upon Payment in Full of all Obligations, (ii) when such property is sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iii) if such release is approved, authorized or ratified in writing in accordance with Section 10.2 or (iv) when such property is subject to Liens permitted under Section 7.2(d) (solely prior to the extent required by the holder of time such Lien)principal, (e)together with accrued and unpaid interest, (f), and, to the extent relating to extensions, renewals or replacements of such Liens, Section 7.2(h)are paid; (b) release any Lien on any Mortgaged Properties upon the occurrence satisfaction and discharge of the Mortgage Release Event;this Indenture as set forth under Article 8; or (c) release a legal defeasance or covenant defeasance of this Indenture as set forth under Article 8; (3) in part, as to any Loan Party from its obligations under property that (a) is sold, transferred or otherwise disposed of by the applicable Collateral Documents Company or any Subsidiary Guarantor (iother than to the Company or another Subsidiary Guarantor) if in a transaction not prohibited by this Indenture at the time of such Person ceases to be a Subsidiary transfer or disposition, including, without limitation, as a result of a transaction of the type permitted hereunder under Sections 4.06 and 5.01 or (iib) if is owned or at any time acquired by a Guarantor that has been released from its Guarantee, concurrently with the release of such Subsidiary becomes an Excluded Subsidiary Guarantee; (4) as to property that constitutes all or substantially all of the Collateral securing the Securities, with the consent of each Holder of the Securities and each holder of any Permitted Additional Pari Passu Obligations outstanding; (5) as to property that constitutes less than all or substantially all of the Collateral securing the Securities, with the consent of the Holders of at least 66 2/3% of the aggregate principal amount of Securities and any Permitted Additional Pari Passu Obligations outstanding; (6) in part, in accordance with the requirements set forth in Section 5.18; (d) release any Lien on any Capital Stock applicable provisions of any Subsidiary that (i) ceases to be a Subsidiary as a result of any transaction permitted hereunder or (ii) is an Excluded Subsidiarythe Security Documents and the Intercreditor Agreement; and (e7) subordinate the Liens and security interests of the Administrative Agent on any Collateral (other than Capital Stock and accounts receivable) to the extent contemplated by, and in accordance with the requirements of (including, without limitation, that any intercreditor agreement entered into in connection therewith be reasonably satisfactory to the Administrative Agent), Section 7.2(i); in each case, upon delivery by the Borrower of a certificate of a Responsible Officer to the Administrative Agent requesting and certifying as to the grounds for such release or subordination pursuant to this Section 10.17, as applicable. In each case as specified in this Section 10.17, the Administrative Agent is authorized by the Secured Parties and the Borrower and shall, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item any ABL Priority Collateral that is disposed of Collateral from the Liens granted under the applicable Collateral Documents, or release such Loan Party from its obligations under the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents Credit Agreement and this Sectionthe related security documents. In addition, to the extent necessary and for so long as required for such Subsidiary Guarantor not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act to file separate financial statements with the SEC (or any other governmental agency), the Capital Stock and other securities of any Subsidiary Guarantor shall not be included in the Collateral with respect to the Securities (or any Permitted Additional Pari Passu Obligations outstanding) so affected and shall not be subject to the Liens securing such Securities and any Permitted Additional Pari Passu Obligations.