Common use of Releases of Guarantees and Liens Clause in Contracts

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.01) to take, and shall take, any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.0111.1) to take, and shall take, (i) take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations (iincluding with respect to the Escrow Account and the Escrow Property substantially concurrently with the closing of the Acquisition on the Acquisition Effective Date) (A) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document (including, without limitation, the release of any Subsidiary Guarantor from its obligations if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder), that is otherwise permitted by the Loan Documents or that has been consented to in accordance with Section 13.01 11.1; provided that no such release shall occur if (x) such Subsidiary Guarantor continues to be a guarantor in respect of any Permitted Pari Passu Indebtedness, Incremental Equivalent Debt, Replacement Facility or Junior Financing or (iiy) such Collateral continues to secure any Permitted Pari Passu Indebtedness, Incremental Equivalent Debt, Replacement Facility or Junior Financing or (B) under the circumstances described in paragraph (b) below, and (ii) take any action that such Agent deems appropriate in good faith, reasonably requested by the Borrower, having the effect of permitting any Mortgaged Property to become subject to Liens permitted under Section 8.3(e). (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations (other than Unasserted Contingent ObligationsObligations and obligations under or in respect of Hedge Agreements) shall have been paid in full or Cash Collateralized and (ii) the Commitments have been terminated or (B) any item and no Letters of Collateral (includingCredit shall be outstanding, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Collateral Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

Releases of Guarantees and Liens. (a) Notwithstanding anything Upon any sale, transfer or other Disposition by any Loan Party (other than any such sale, transfer or other Disposition to another Loan Party) of any Collateral in a transaction permitted by this Agreement, upon the pledge by any Loan Party (other than any such pledge in favor of another Loan Party) of any Collateral constituting accounts receivable in connection with a Receivables Purchase Facility that constitutes a Permitted Receivables Facility (so long as such pledge is permitted by this Agreement), or upon the effectiveness of any written consent to the contrary contained herein or release of the security interest in any other Credit DocumentCollateral created under any Security Document pursuant to Section 10.1, the security interests in such Collateral Agent is hereby irrevocably authorized created by each Secured Party (without requirement the Security Documents shall be automatically released. In addition, if in compliance with the terms and provisions of notice to or consent of any Secured Party except as expressly required by Section 13.01) to take, and shall takethe Loan Documents, any action requested by the Borrower having the effect Subsidiary Guarantor (a) ceases to be a Subsidiary of releasing any Collateral a Loan Party or Guarantee Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 or (ii) under the circumstances described in paragraph (b) belowbecomes an Excluded Subsidiary, in each case as a result of a transaction or designation permitted hereunder (such Subsidiary Guarantor, a “Released Guarantor”), then such Released Guarantor shall, upon the consummation of such sale or transfer or other transaction, be automatically released from its obligations under the Loan Documents and its obligations to guarantee the Obligations and/or pledge and grant any Collateral owned by it pursuant to the Guarantee and Collateral Agreement and any other Security Document and, in the case of a sale of all or substantially all of the Capital Stock of the Released Guarantor, the pledge of such Capital Stock of the Released Guarantor to the Administrative Agent pursuant to the Security Documents shall be automatically released. In connection with any such termination or release pursuant to this clause (a), the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such release; provided that, upon the request of the Administrative Agent, such Loan Party shall provide a certificate of a Responsible Officer of such Loan Party stating that such sale, transfer or other transaction giving rise to such release pursuant to this clause (a) is permitted under the Loan Documents. Any execution and delivery of documents pursuant to this Section 10.14(a) shall be without recourse to or warranty by the Administrative Agent. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations (other than Unasserted Contingent Obligations(x) indemnification or reimbursement obligations under Section 2.18, 2.19(a), 2.19(d) or 2.20 for which the applicable Borrower has not been notified and contingent indemnification obligations not asserted, (y) obligations with respect to Letters of Credit that are cash collateralized or backstopped on terms reasonably satisfactory to the applicable Issuing Lender and (z) obligations under or in respect of Specified Swap Agreements or Specified Cash Management Agreements) under the Loan Documents shall have been paid in full and (ii) the Commitments have been terminated or (B) any item and no Letters of Collateral (includingCredit shall be outstanding, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. In connection with any termination or release pursuant to this clause (b), the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 10.14(b) shall be without recourse to or warranty by the Administrative Agent. (c) Upon request Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Parent Borrower having the effect of releasing any Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will guarantee obligations (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver i) to the applicable Credit Party such documents as such Credit Party may reasonably request extent necessary to evidence the release permit consummation of such item of Collateral any transaction not prohibited by any Loan Document or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case that has been consented to in accordance with Section 10.1 or (ii) under the terms of the Credit Documents and this Section 13.19circumstances described in paragraphs (a) or (b) above.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0111.1) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 11.1 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationscontingent surviving indemnity obligations in respect of which no claim or demand has been made and obligations under or in respect of Hedge Agreements or Specified Cash Management Arrangements) shall have been paid in full and (ii) full, the Commitments have been terminated and no Letters of Credit shall be outstanding and (ii) except as otherwise agreed by the affected Qualified Counterparties, the net termination liability under or in respect of, and other amounts due and payable under, Specified Hedge Agreements at such time shall have been (A) paid in full, (B) secured by the most senior liens upon the most extensive collateral securing any item secured Indebtedness of Collateral Loan Parties which provided a source of funding for repayment of any portion of the Loans outstanding at the time the Loans were paid in full, equally and ratably with such Indebtedness (includingwhether or not other obligations are also secured equally and ratably with such liens or by junior liens upon such collateral), without limitationif (1) the agreement governing such Indebtedness provides the affected Qualified Counterparties with equivalent rights to those set forth in this Agreement as to the release or subordination of such senior liens and (2) the affected Qualified Counterparties are reasonably satisfied that the Xxxxx’x and S&P debt ratings applicable to such Indebtedness are not lower than the debt ratings then most recently applicable to the Facilities, as a result of a Disposition of a Subsidiary that owns Collateralor (C) is subject secured by any other collateral arrangement satisfactory to a Disposition permitted under this Agreementthe Qualified Counterparty in its reasonable discretion, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request . Additionally, the Administrative Agent shall deliver such other documentation reasonably requested by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request Borrower to evidence the release termination of this Agreement and the other Loan Documents and/or the termination of the Liens on the Collateral, in favor of the Administrative Agent for the benefit of the Secured Parties, all in form reasonably satisfactory to the Administrative Agent and the Borrower. Any such documentation shall be made without recourse, representation or warranty. The Borrower shall pay all costs and expenses (including, but not limited to, reasonable attorney’s fees), that the Administrative Agent incurs in preparing and delivering the foregoing documents (or reviewing forms of such item of Collateral documents prepared by the Borrower or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19its counsel).

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.0112.01) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 12.01, (ii) upon request by Borrower, to release any Guarantor that has become an Excluded Subsidiary, provided, no Event of Default has occurred and is continuing or (iiiii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (includingterminated, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all pledges and obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations guarantee obligations pursuant to this Section 13.1912.19. In each case as specified in this Section 13.1912.19, the Collateral Administrative Agent will (and each Lender irrevocably authorizes the Collateral Administrative Agent to), at the Borrower’s request and expense, (i) execute and deliver any termination statements, lien releases, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary to release, as of record, the Administrative Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and (ii) deliver all possessory collateral in the Administrative Agent’s possession, custody or control to the Borrower (or the Borrower’s designee), and (iii) execute and deliver to the applicable Credit Party such other documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation obligation from the assignment and assignment, lien or security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.1912.19.

Releases of Guarantees and Liens. (a) Notwithstanding anything Upon any sale, transfer or other Disposition by any Loan Party (other than any such sale, transfer or other Disposition to another Loan Party) of any Collateral in a transaction permitted by this Agreement, upon the pledge by any Loan Party (other than any such pledge in favor of another Loan Party) of any Collateral constituting accounts receivable in connection with a Receivables Purchase Facility that constitutes a Permitted Receivables Facility (so long as such pledge is permitted by this Agreement), or upon the effectiveness of any written consent to the contrary contained herein or release of the security interest in any other Credit DocumentCollateral created under any Security Document pursuant to Section 10.1, the security interests in such Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.01) to take, and shall take, any action requested created by the Borrower having Security Documents shall be automatically released. In connection with any termination or release pursuant to this clause (a), the effect of releasing Administrative Agent shall execute and deliver to any Collateral or Guarantee Obligations (i) Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 or (ii) under the circumstances described in paragraph (b) belowevidence such release. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent indemnification or reimbursement obligations under Sections 2.18, 2.19(a), 2.19(d) or 2.20 for which the Borrower has not been notified and contingent indemnification obligations, Banking Services Obligations and Secured Swap Obligations) shall have been paid in full and (ii) the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit cash collateralized or (B) any item of Collateral (includingotherwise backstopped in a manner satisfactory to the applicable Issuing Lender and the Administrative Agent), without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. In connection with any termination or release pursuant to this clause (b), the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. (c) Upon request Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Borrower having the effect of releasing any Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will guarantee obligations (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver i) to the applicable Credit Party such documents as such Credit Party may reasonably request extent necessary to evidence the release permit consummation of such item of Collateral any transaction not prohibited by any Loan Document or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case that has been consented to in accordance with Section 10.1 or (ii) under the terms of the Credit Documents and this Section 13.19circumstances described in paragraphs (a) or (b) above.

Releases of Guarantees and Liens. (a) Notwithstanding anything Upon any sale, transfer or other Disposition by any Loan Party (other than any such sale, transfer or other Disposition to another Loan Party) of any Collateral in a transaction permitted by this Agreement, including in connection with a Qualified Securitization Transaction, or upon the effectiveness of any written consent to the contrary contained herein or release of the security interest in any other Credit DocumentCollateral created under any Security Document pursuant to Section 10.1, the security interests in such Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.01) to take, and shall take, any action requested created by the Borrower having Security Documents shall be automatically released. In connection with any termination or release pursuant to this clause (a), the effect of releasing Administrative Agent shall execute and deliver to any Collateral or Guarantee Obligations (i) Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 or (ii) under the circumstances described in paragraph (b) belowevidence such release. (b) At such time as (A) (i) the Loans and the other Obligations obligations (other than Unasserted Contingent Obligationsindemnification or reimbursement obligations under Section 2.18, 2.19(a), 2.19(d) or 2.20 for which the Borrower has not been notified and contingent indemnification obligations) under the Loan Documents shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (includingterminated, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. In connection with any termination or release pursuant to this clause (b), the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. (c) Upon request Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Borrower having the effect of releasing any Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will guarantee obligations (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver i) to the applicable Credit Party such documents as such Credit Party may reasonably request extent necessary to evidence the release permit consummation of such item of Collateral any transaction not prohibited by any Loan Document or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case that has been consented to in accordance with Section 10.1 or (ii) under the terms of the Credit Documents and this Section 13.19circumstances described in paragraphs (a) or (b) above.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Secured Party Lender (and each such Lender hereby expressly consents) (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.019.1(a)) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations Guarantor from its guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 9.1(a), including, in each case and without limitation, any sale, transfer or other disposition of any Collateral or Guarantor, including as a result of any investments of Collateral in non-Guarantor Subsidiaries to the extent not prohibited by the Loan Documents or (ii) under the circumstances described in paragraph paragraphs (b) belowor (c) below (and, upon the consummation of any such transaction in preceding clause (i) or (ii), such Collateral shall be disposed of free and clear of all Liens under the Collateral Documents and/or such Guarantor shall be released from its obligations under the Guarantee and Collateral Agreement). (b) At Subject to the terms of the Collateral Agency and Intercreditor Agreement, at such time as (A) (i) the Loans Loans, the Letter of Credit Outstandings and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of Swap Agreements) shall have been paid in full and (ii) full, the Revolving Commitments have been terminated or (B) any item and no Letters of Collateral (includingCredit shall be outstanding, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Collateral Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Lenders hereby agree, and each of the Administrative Agent and the Collateral Agent at is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any timeLender) to take any action required by the Borrower having the effect of releasing a Guarantor from its guarantee obligations hereunder and as a Grantor under the Security Documents if the CNTA Ratio of the Borrower and the Guarantors, on a pro forma basis after giving effect to such release, is equal to or greater than 1.66 to 1.00 (the “CNTA Guarantor Release Condition”); provided however, that prior to any such release, the Required Lenders will confirm Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower setting forth in writing reasonable detail the information and calculations reasonably necessary for determining compliance with the CNTA Guarantor Release Condition. (d) In connection with any release of Collateral Agent’s authority of the type described above in clause (a) or (c) or any other transaction involving Collateral which transaction is not prohibited by the Loan Documents, notwithstanding anything to release its interest the contrary contained herein or in particular types or items any other Loan Document, each of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Administrative Agent and the Collateral Agent will is hereby irrevocably authorized by each Lender (and each such Lender irrevocably authorizes hereby expressly consents) (without requirement of notice to or consent of any Lender except as expressly required by Section 9.1 (a)) to take any action with respect to the Collateral requested by the Borrower to the extent necessary to permit such release or other transaction, including without limitation, directing the Collateral Agent to)to execute agreements (including, at without limitation, with third parties) with respect to any Collateral, upon the Borrower’s expense, execute and deliver delivery to the applicable Credit Party Administrative Agent and Collateral Agent of a certificate signed by an officer of the Borrower stating that such documents as such Credit Party may reasonably request to evidence action and the release of such item of the Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documentsother transaction, in as applicable, is permitted by each case in accordance with the terms of the Credit Documents and this Section 13.19Secured Debt Document.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.0111.1) to take, and shall take, take any action requested by the Borrower Cedar Fair LP having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 11.1 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations (other than Unasserted Contingent Obligations) obligations under the Loan Documents shall have been paid in full and (ii) full, the Commitments have been terminated or terminated, no Letters of Credit shall be outstanding (Bunless any such Letter of Credit has been cash collateralized at 105% of its face amount) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall be automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request The Lenders irrevocably agree that: (i) any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (w) pursuant to clause (b) above, (x) at any time, the Required Lenders will confirm in writing time the Collateral Agent’s authority property subject to release its interest in particular types or items of property, such Lien is transferred or to release be transferred as part of or in connection with any Guarantee Obligations pursuant transfer permitted hereunder or under any other Loan Document to this any Person other than any of the Borrowers or any Subsidiary Guarantor, (y) subject to Section 13.19. In each case as specified in this Section 13.1911.1, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (z) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon release of such Subsidiary Guarantor from its obligations under its guarantee pursuant to clause (ii) below; and (ii) any Subsidiary Guarantor shall be automatically released from its obligations under the Guarantee and Collateral Agreement if such Person ceases to be a Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Existing Senior Notes or the Senior Notes. (d) The Administrative Agent and Collateral Agent shall also, at the Borrowers’ expense, release the Mortgages on any item of Collateral or Guarantee Obligation from the assignment real property that is not a Mortgaged Property and security interest granted that was subject to a Mortgage under the Security Documents, in each case in accordance with the terms of the Existing Credit Documents and this Section 13.19Agreement.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party, for itself and behalf of each of its Affiliates that may hereafter become a Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.01Party) to take, and shall take, take any action reasonably requested by the Borrower (including, without limitation, authorizing and instructing any sub-agent or collateral service provider to take such action) having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations of the Guarantors (i) to the extent necessary to permit consummation of any transaction not prohibited permitted by any Credit Document this Agreement or that has been consented to in accordance with Section 13.01 10.01 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans Loans, the Facility Letter of Credit Obligations and the other Obligations (other than Unasserted Contingent Obligations) under the Loan Documents shall have been paid in full and (ii) full, the Commitments have been terminated or (B) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such Collateral shall automatically be released from the Liens and security interests created by the Security Documentsterminated, and no Facility Letters of Credit shall be outstanding or any outstanding Facility Letters of Credit shall have been cash collateralized or otherwise secured by a collateral arrangement satisfactory to the respective Issuers, the Agent is hereby authorized to release its security interest in all of the Collateral and terminate the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations Obligations (other than those expressly stated to survive such termination) of owing to the Collateral Agent and each Credit Loan Party under the Security Documents Documents; provided that, upon written request, and at the expense of, the Borrower, the Agent shall terminatetake any action reasonably requested by the Borrower (including, all without delivery limitation, authorizing and instructing any sub-agent or collateral service provider to take such action) having the effect of releasing the Collateral and the guarantee obligations of the Guarantors. Any release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any instrument payment in respect of the Obligations guaranteed thereby shall be rescinded or performance must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any act by any Person. (c) Upon request by Guarantor, or upon or as a result of the Collateral Agent at any timeappointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Required Lenders will confirm in writing the Collateral Agent’s authority to release Borrower or any Guarantor or any substantial part of its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case otherwise, all as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party though such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19payment had not been made.

Releases of Guarantees and Liens. (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Guarantor shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary (other than as a result of a Guarantor becoming a non-Wholly Owned Subsidiary); provided that, if so required by this Agreement, the Required Lenders (or if applicable, the Lenders) shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1) to take, and shall take, take any action requested by the Parent Borrower (1) having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited permitted by any Credit Loan Document (other than as a result of a Guarantor becoming a non-Wholly Owned Subsidiary) or that has been consented to in accordance with Section 13.01 10.1 or (ii) under the circumstances described in paragraph (b) below; provided, that if requested, the Administrative Agent shall have received a certificate of a Responsible Officer of the Parent Borrower containing such certifications as the Administrative Agent shall reasonably request or (2) acknowledging the subordination of any Liens in favor of the Administrative Agent under any Loan Document to Liens that are expressly permitted by Section 7.3 to be senior to the liens in favor of the Administrative Agent. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Parent Borrower having the effect of releasing any guarantee obligations with respect to any Subsidiary Guarantor that has become an Excluded Subsidiary; provided that if such Subsidiary Guarantor is an Additional Borrower, then prior to or simultaneously with the release of the guarantee obligations of such Subsidiary, such Subsidiary’s status as a “Additional Borrower” shall be terminated in accordance with Section 10.21(b). (c) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of Bilateral L/C Facilities, Specified Swap Agreements, Specified Cash Management Agreements and/or contingent indemnification obligations) shall have been paid in full and (ii) full, the Commitments have been terminated or and no Letters of Credit shall be outstanding (B) any item the date of Collateral (includingthe occurrence of the foregoing, without limitationthe “Termination Date”), as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0111.1) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 11.1 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans Term Loans, the Revolving Loans, the Swingline Loans, the Reimbursement Obligations and the other Obligations obligations to the Administrative Agent and the Lenders under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of Hedge Agreements) shall have been paid in full and (ii) full, the Commitments under the Term Facility and the Revolving Facility have been terminated terminated, no Letters of Credit shall be outstanding and the obligations to any Qualified Counterparty under or (B) any item in respect of Collateral (includingSpecified Hedge Agreements shall have been cash collateralized or paid in full, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by , provided that the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority agrees upon such termination to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and promptly deliver to the applicable Credit Party such Borrower UCC-3 termination statements, releases of Intellectual Property security instruments, discharges of existing Mortgages, and other release and termination documents as are reasonably requested by such Credit Party may reasonably request Borrower to evidence discharge the release Liens as a matter of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19public record.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1) to take, and shall take, take any action requested by the Borrower having the effect of (1) releasing any Collateral or Guarantee Guarantor Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 10.1 or (ii) under the circumstances described in paragraph (bSection 10.12(e) below. , or (b2) At such time as (A) releasing any Lien on any Collateral (i) subject to Liens incurred under Section 6.2(i) or subordinating Liens on the Loans and Collateral to such Liens permitted under Section 6.2(i), in each case, to the other Obligations extent required under the agreements relating to such Liens permitted under Section 6.2(i), (ii) constituting property being sold or disposed of (other than Unasserted Contingent to another Loan Party that is required to xxxxx x Xxxx in such Collateral to the Administrative Agent to secure the Obligations) shall have been paid if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in full compliance with the terms of this Agreement (and each Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Capital Stock of a Subsidiary, the Administrative Agent is authorized to release any Loan Guaranty provided by such Subsidiary, (iiiii) the Commitments have constituting property leased to a Loan Party under a lease which has expired or been terminated or (B) any item of Collateral (including, without limitation, as in a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition transaction permitted under this Agreement, (iv) as required to effect any sale or other disposition of such Collateral shall automatically be released from in connection with any exercise of remedies of the Liens and security interests created by the Security Documents, Administrative Agent and the Security Documents and, with respect Lenders pursuant to Section 8 or as required pursuant to the happening terms of the event described Term Loan/ABL Intercreditor Agreement or Xxxx Xxxx Intercreditor Agreement, (v) if such Liens were granted by any Guarantor that ceases to be a Restricted Subsidiary in clauses a transaction permitted by this Agreement or (A)(ivi) that constitutes “Excluded Property” (or any equivalent term) under any Security Document. Except as provided in the preceding sentence and (iiin Section 10.1(a)(C), all obligations the Administrative Agent will not release any Liens on Collateral without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly stated to survive such terminationbeing released) upon (or obligations of the Collateral Agent and each Credit Party under Loan Parties in respect of) all interests retained by the Security Documents shall terminateLoan Parties, including the proceeds of any sale, all without delivery of which shall continue to constitute part of the Collateral. In connection with any instrument termination or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19Section, the Collateral Administrative Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, shall execute and deliver to any Loan Party, at the applicable Credit sole expense of the Company, all documents that such Loan Party such documents as such Credit Party may shall reasonably request to evidence the release of such item of Collateral termination or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19release.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.0112.01) to take, and shall take, any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 12.01 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations guarantee obligations pursuant to this Section 13.1912.20. In each case as specified in this Section 13.1912.20, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation guarantee obligation from the assignment and security interest granted under the Security Documents, in each case case, in accordance with the terms of the Credit Documents and this Section 13.1912.20.

Releases of Guarantees and Liens. (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Guarantor shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary (other than as a result of a Subsidiary Guarantor becoming a non-Wholly Owned Subsidiary); provided that, if so required by this Agreement, the Required Lenders (or if applicable, the Lenders) shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1) to take, and shall take, take any action requested by the Parent Borrower (1) having the effect of releasing or evidencing the release of any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited permitted by any Credit Loan Document (other than as a result of a Subsidiary Guarantor becoming a non-Wholly Owned Subsidiary) or that has been consented to in accordance with Section 13.01 10.1 or (ii) under the circumstances described in paragraph (b) below; provided, that if requested, the Administrative Agent shall have received a certificate of a Responsible Officer of the Parent Borrower containing such certifications as the Administrative Agent shall reasonably request or (2) acknowledging the subordination of any Liens in favor of the Administrative Agent under any Loan Document to Liens that are expressly permitted by Section 7.3 to be senior to the liens in favor of the Administrative Agent. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Parent Borrower having the effect of releasing or evidencing the release of any guarantee obligations with respect to any Subsidiary Guarantor that has become an Excluded Subsidiary (other than as a result of a Subsidiary Guarantor becoming a non-Wholly Owned Subsidiary); provided that if such Subsidiary Guarantor is an Additional Borrower, then prior to or simultaneously with the release of the guarantee obligations of such Subsidiary, such Subsidiary’s status as a “Additional Borrower” shall be terminated in accordance with Section 10.21(b). (c) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of Bilateral L/C Facilities, Specified Swap Agreements, Specified Cash Management Agreements and/or contingent indemnification obligations) shall have been paid in full and (ii) full, the Commitments have been terminated or and no Letters of Credit shall be outstanding (B) any item the date of Collateral (includingthe occurrence of the foregoing, without limitationthe “Termination Date”), as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.0110.1) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document (including, without limitation, (x) the release of any Guarantor from its obligations under the Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (y) the release from the Collateral of any assets disposed to a Person other than a Loan Party in accordance with this Agreement and (z) the release from the Collateral of any assets of any Person that ceases to be a Guarantor in accordance with this Agreement ) or that has been consented to in accordance with Section 13.01 10.1; provided that no such release shall occur if (x) such Guarantor continues to be a guarantor in respect of any Junior Indebtedness or (y) such Collateral continues to secure any Junior Indebtedness or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Term Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (includingterminated, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Collateral Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any . At such time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to)shall take such actions as are reasonably necessary, at the cost of the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the effect each release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, described in each case this Section 10.14 in accordance with the terms relevant provisions of the Credit Documents and this Section 13.19Security Documents.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, upon the consummation of any transaction not prohibited by any Loan Document (including any sale or other disposition of Collateral or sale of Capital Stock of a Guarantor) or that has been consented to in accordance with Section 10.1, Administrative Agent’s security interest in such Collateral or the Guarantee Obligation of such Subsidiary Guarantor, as applicable, shall be automatically released without any further act or action by Administrative Agent or the Lenders simultaneously with the consummation of such sale or other disposition; provided however, in connection therewith, a Loan Party may not file a termination or release, as applicable, without the Administrative Agent’s authorization, which shall be provided upon such Loan Party’s request and at such Loan Party’s expense. The Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1) to take, and shall take, take any other action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i1) to the extent necessary to permit consummation in respect of any transaction not prohibited by any Credit Document Loan Documents (including any sale or disposition of Collateral or sale of Capital Stock of a Guarantor) or that has been consented to in accordance with Section 13.01 10.1 or (ii2) under the circumstances described in paragraph Section 10.14(b) and (bc) below. (b) At such time as (A) (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) obligations under the Loan Documents shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (includingterminated, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by Notwithstanding anything to the Collateral Agent at contrary contained herein or in any timeother Loan Document, upon the Required Lenders will confirm in writing consummation of the Collateral Agent’s authority to release Classmates IPO, Classmates and its interest in particular types or items of property, or to release any Subsidiaries shall be automatically released from the Loan Documents and shall have no further liability thereunder. The Guarantee Obligations pursuant of Classmates and its Subsidiaries under the Loan Documents shall automatically be released and all Liens granted by Classmates and its Subsidiaries to this Section 13.19. In each case as specified in this Section 13.19secure the Obligations or under any Loan Document shall automatically terminate. (d) The Administrative Agent agrees, for the Collateral Agent will (benefit of the Borrower and each Lender irrevocably authorizes the Collateral Agent to)its Subsidiaries, to take such actions, at the Borrower’s expense, execute as the Borrower may reasonably request, to terminate and deliver release the Guarantee Obligations and Liens entitled to be terminated and released as provided in this Section 10.14 (and to evidence such termination and release), including filing UCC3 termination statements, terminating control agreements and taking such other actions as may be reasonably requested by the applicable Credit Borrower; provided however, in connection therewith, a Loan Party may not file a termination or release, as applicable, without the Administrative Agent’s authorization, which shall be provided upon such documents Loan Party’s request and at such Loan Party’s expense. (e) The Administrative Agent agrees to take such actions as such Credit Party the Borrower may reasonably request to evidence release and terminate its Liens on any assets subject to Liens permitted under Sections 7.3(c), (d), (g), (q) and (r) (to the release of such item of Collateral or Guarantee Obligation from extent the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19Administrative Agent’s Lien is prohibited thereunder).

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.01Party) to take, and shall take, take any action requested by the Borrower Borrowers having the effect of releasing any Liens on Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 12.01 or (ii) under the circumstances described in paragraph (b) belowSection 12.18(b). (ba) At such time as (A) (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (includingterminated, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (cb) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations guarantee obligations pursuant to this Section 13.1912.18. In each case as specified in this Section 13.1912.18, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation guarantee obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.1912.18.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1) to take, and shall take, take any action requested by the Parent Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 10.1 or (ii) under the circumstances described in paragraph (b) below. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Parent Borrower having the effect of releasing any guarantee obligations with respect to any Subsidiary Guarantor that has become an Immaterial Subsidiary or an Excluded Foreign Subsidiary; provided that if such Subsidiary Guarantor is an Additional Borrower, then prior to or simultaneously with the release of the guarantee obligations of such Subsidiary, such Subsidiary’s status as a “Additional Borrower” shall be terminated in accordance with Section 10.21(b). (c) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of Specified Swap Agreements, Specified Cash Management Agreements and/or contingent indemnification obligations) shall have been paid in full and (ii) full, the Commitments have been terminated or and no Letters of Credit shall be outstanding (B) any item the date of Collateral (includingthe occurrence of the foregoing, without limitationthe “Termination Date”), as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (cd) Upon If at any time the Investment Grade Condition is attained, the Parent Borrower may request that the Collateral be released from the Liens created by Security Documents (excluding, for the avoidance of doubt, the guarantee of Subsidiaries contained in the Guarantee and Collateral Agreement), and upon the Parent Borrower’s delivery to the Administrative Agent of an officers’ certificate as described in the definition of Investment Grade Condition certifying that the Investment Grade Condition has been attained the Security Documents shall be automatically terminated and all such Collateral shall be released from the Liens created by the Collateral Agent at Security Documents without delivery of any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types instrument or items performance of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0111.1) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations any Guarantor (i) ), if such Person becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder or in accordance with Section 10.9; provided that, no such release shall occur if such Guarantor continues to be a guarantor in respect of the extent necessary to permit consummation of 2022 Senior Notes, 2024 Senior Notes, the 2025 Senior Notes, any transaction not prohibited by Permitted Other Debt or any Credit Document Agreement Refinancing Debt, (ii) with (A) the sale of such Collateral, in each case, to a Person or Persons, none of which is the Borrower or a Guarantor, in compliance with the terms and provisions of the Loan Documents or (B) a transaction that has been consented to in accordance with Section 13.01 11.1 or (iiiii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans Loans, the LC Disbursements and the other Obligations (other than Unasserted Contingent Obligationsobligations under or in respect of Swap Agreements) shall have been paid in full and (ii) full, the Commitments have been terminated or (B) any item and no Letters of Collateral (includingCredit shall be outstanding, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 10.1 or (ii) under the circumstances described in paragraph (bc) or (d) below. (b) In furtherance of the provisions of Section 10.14(a), each of the Lenders authorizes the Administrative Agent to deliver one or more Powers of Attorney to the relevant mortgagors in respect of any Mortgage that encumbers Time Share Interests. The parties hereto agree and acknowledge that the purpose of such Power of Attorney is for administrative convenience to facilitate the release of the Lien created by such Mortgage on any Time Share Interest that is sold pursuant to the provisions of Section 7.6(b) and for no other purpose. It is understood and agreed that such Power of Attorney is revocable by the Administrative Agent upon the occurrence of, or at any time during the continuance of, an Event of Default (provided that such Powers of Attorney shall automatically be revoked upon all amounts owing under this Agreement becoming due in accordance with Section 8 without any action or notice hereunder). The Borrower further agrees that the failure of any Loan Party to comply with the limitations set forth herein in respect of any such Power of Attorney shall constitute an Event of Default hereunder. (c) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations (other than Unasserted Contingent Obligations) obligations under the Loan Documents shall have been paid in full and (ii) other than obligations under or in respect of Specified Swap Agreements), the Commitments have been terminated and no Letters of Credit shall be outstanding (or (B) any item such Letters of Collateral (includingCredit are Collateralized), without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (cd) Upon request by In the Collateral Agent at event any timereal property that is subject to a Mortgage becomes an Excluded Property pursuant to clause (v) of the definition thereof, the Required Lenders will confirm in writing Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by clause (iii) of the Collateral Agent’s authority proviso to the second sentence of Section 10.1) to take any action necessary to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party Lien created by such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19Mortgage.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1) to take, and shall for the benefit of the Borrower the Administrative Agent agrees to take, any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i1) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 10.1 or (ii2) under the circumstances described in paragraph (bSection 10.16(b) below. (b) At such time as (A) (i) the Loans and the other Discharge of Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) occurred, the Commitments have been terminated or (B) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such Collateral shall automatically be released from the Liens and security interests created by the Security DocumentsDocuments and Bank Services Agreements and FX Contracts (other than any Bank Services Agreements used to Cash Collateralize any Obligations arising in connection with Bank Services Agreements and FX Contracts), and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents and Bank Services Agreements and FX Contracts (other than any Bank Services Agreements used to Cash Collateralize any Obligations arising in connection with Bank Services Agreements and FX Contracts) shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by By virtue of a Lender’s execution of this Agreement or an assignment agreement pursuant to Section 10.06, as the case may be, any Affiliate of a Lender that has become a Secured Party shall be deemed a Lender party hereto for purposes of any reference in a Loan Document to the parties for whom Administrative Agent is acting, it being understood and agreed that the rights and benefits of such Affiliate under the Loan Documents consist exclusively of such Affiliate’s right to share in payments and collections out of the Collateral Agent at as more fully set forth in Section 8.3. In connection with any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items distribution of propertypayments and collections, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence for the release of such item of Collateral or the Guarantee Obligation from the assignment Obligations and security interest granted Administrative Agent’s Liens under the Security Documents, Loan Documents in each case in accordance connection with the terms termination of the Credit Documents Commitments and this Section 13.19the payment in full of the Obligations, Administrative Agent shall be entitled to assume no amounts are due to any Lender or its Affiliates with respect to Banking Services, FX Contracts, or Specified Swap Agreements unless such Lender has notified Administrative Agent in writing of the amount of any such liability owed to it or its Affiliate prior to such distribution or payment or release of Guarantee Obligations and Liens.

Releases of Guarantees and Liens. (a) Notwithstanding anything to The Administrative Agent and the contrary contained herein or in Lenders irrevocably agree that the Lien on any other Credit Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of property and any Secured Party except as expressly required by Section 13.01) to take, and shall take, any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations related guarantee obligations will be automatically released (i) (1) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document Loan Document, (2) upon any sale or transfer of Collateral or any other transaction permitted or not prohibited hereunder or under the Loan Documents to any Person that is not a Loan Party, (3) to the extent property constituting Collateral is owned by any Guarantors, upon the release of such Guarantor from its obligations under the Guarantee Agreement or in accordance with the succeeding sentence, (4) so long as no Event of Default has occurred and is continuing, to the extent the Collateral becomes Excluded Assets or a Guarantor becomes an Excluded Subsidiary in a transaction permitted hereunder, the primary purpose of which transaction is not to effect the release of such Guarantor or any other Guarantor from its obligations under the Loan Documents, or a Guarantor ceases to be a Subsidiary in a transaction permitted hereunder or (5) that has been consented to in accordance with Section 13.01 or 10.1 and (ii) under the circumstances described in paragraph (b) below. , in accordance with the provisions of Section 7.12(b), (b) At such time as f), (A) (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(ig) and (ii), all obligations (other than those expressly stated to survive such terminationh) of the Collateral Agreement. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and are hereby irrevocably authorized by each Lender irrevocably authorizes (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action (without consent rights) requested by the Collateral Agent to), at the Borrower’s expense, Company (including to execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request any instruments, documents, consents, acknowledgements, and agreements necessary or desirable to evidence or confirm the release of such item any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph) having the effect of releasing any Collateral or Guarantee Obligation Loan Party from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19its guarantee obligations.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Document, the Collateral Administrative Agent is hereby irrevocably authorized and directed by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.0112.01) (x) to take, and shall take, take any action requested by the Administrative Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 12.01 or (ii) under the circumstances described in paragraph (b) belowbelow and (y) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent or the Collateral Agent is otherwise contemplated herein as being a party to such intercreditor or subordination agreement. (ba) At such time as (A) (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (includingterminated, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall be automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all pledges and obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (cb) Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations guarantee obligations pursuant to this Section 13.1912.19. In each case as specified in this Section 13.1912.19, the Collateral Administrative Agent will (and each Lender irrevocably authorizes and directs the Collateral Administrative Agent to), at the Administrative Borrower’s request and expense, (i) execute and deliver any termination statements, lien releases, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary to release, as of record, the Administrative Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and (ii) deliver all possessory collateral in the Administrative Agent’s possession, custody or control to Administrative Borrower (or Administrative Borrower’s designee), and (iii) execute and deliver to the applicable Credit Party such other documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation obligation from the assignment and assignment, lien or security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.1912.19. (c) Notwithstanding anything in this Agreement or any other Credit Document to the contrary, if a Credit Party becomes an Excluded Subsidiary as a result of its Capital Stock ceasing to be wholly-owned (but such Grantor continues to be a Subsidiary), such Credit Party shall not be released from its obligations as a Borrower or Guarantor and Grantor under the Credit Documents, and the security interests over its Capital Stock owned by any Credit Party shall not be released, unless such transaction (or series of related transactions) (x) is entered into for a bona fide business purpose (and if such transaction is (or series of transactions are) with an Affiliate of a Credit Party, such transaction is on terms not materially less favorable to a Credit Party than would be obtained in a comparable arm’s length transaction with a Person other than an Affiliate) and (y) was not undertaken for the primary purpose of effectuating a release of such Credit Party (or the security interest over its Capital Stock) pursuant to the Credit Documents, and provided, after giving pro forma effect to such release and the consummation of the transaction, the Borrowers shall be deemed to have made an Investment in such Person in accordance with Section 9.05 of the Credit Agreement, in an amount equal to the fair market value of such Capital Stock retained by the Credit Parties) and such Investment shall have been permitted by the Credit Agreement.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 10.1 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations under the Loan Documents (other than Unasserted Contingent Obligationscontingent indemnity and reimbursement obligations not then due and payable and Obligations under or in respect of Specified Swap Agreements or Specified Cash Management Agreements) shall have been paid in full and (ii) full, the Commitments have been terminated and no Letters of Credit shall be outstanding (or (B) any item all Letters of Collateral (including, without limitation, as a result Credit shall have been fully cash collateralized in accordance with the terms of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement), such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. . Each of the Administrative Agent and each Lender agrees to keep confidential all non-public information provided to it by any Loan Party, the Administrative Agent or any Lender pursuant to or in connection with this Agreement; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information (a) to the Administrative Agent, any other Lender or any affiliate thereof (who shall be informed of the provisions of this Section), (b) subject to an agreement to comply with the provisions of this Section, to any actual or prospective Transferee or any direct or indirect counterparty to any Swap Agreement (or any professional advisor to such counterparty), (c) Upon to its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its affiliates (who shall be informed of the provisions of this Section), (d) upon the request or demand of any Governmental Authority, (e) to the extent required by any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (f) to the extent required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed other than due to breach of the provisions of this Section, (h) that becomes available to the Agents on a nonconfidential basis from a source other than the Borrower or any of its subsidiaries, officers, directors, employees or advisors, (i) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, or (i) in connection with the exercise of any remedy hereunder or under any other Loan Document, or (j) if agreed by the Collateral Agent at Borrower in its sole discretion, to any time, the Required Lenders will confirm in writing the Collateral Agent’s authority other Person. Each Lender acknowledges that information furnished to release its interest in particular types or items of property, or to release any Guarantee Obligations it pursuant to this Section 13.19. In each case as specified in this Section 13.19Agreement or the other Loan Documents may include material non-public information concerning the Borrower and its Affiliates and their related parties or their respective securities, and confirms that it has developed compliance procedures regarding the Collateral Agent use of material non-public information and that it will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party handle such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case material non-public information in accordance with those procedures and applicable law, including Federal and state securities laws. All information, including requests for waivers and amendments, furnished by the terms Borrower or the Administrative Agent pursuant to, or in the course of administering, this Agreement or the Credit other Loan Documents will be syndicate-level information, which may contain material non-public information about the Borrower and this Section 13.19its Affiliates and their related parties or their respective securities. Accordingly, each Lender represents to the Borrower and the Administrative Agent that it has identified in its administrative questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law, including Federal and state securities laws.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit DocumentThe Administrative Agent, the Collateral Agent is hereby Lenders and the Issuing Lenders irrevocably authorized by each Secured Party (without requirement of notice to or consent of agree that the Lien on any Secured Party except as expressly required by Section 13.01) to take, property and shall take, any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations related guarantee obligations will be automatically released (i) (1) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document Loan Document, (2) upon any sale or transfer of Collateral or any other transaction permitted or not prohibited hereunder or under the Loan Documents to any Person that is not a Loan Party, (3) to the extent property constituting Collateral is owned by any Guarantors, upon the release of such Guarantor from its obligations under the Guarantee Agreement or in accordance with the succeeding sentence, (4) so long as no Event of Default has occurred and is continuing, to the extent the Collateral becomes Excluded Assets or a Guarantor becomes an Excluded Subsidiary in a transaction permitted hereunder, the primary purpose of which transaction is not to effect the release of such Guarantor or any other Guarantor from its obligations under the Loan Documents, (5) with respect to a Guarantor, if such Guarantor ceases to be a Subsidiary in a transaction permitted hereunder or (6) if such release has been consented to in accordance with Section 13.01 or 10.1 and (ii) under the circumstances described in paragraph (b) below. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and the Collateral Agent are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action (without consent rights) requested by the Parent (including to execute and deliver any instruments, documents, consents, acknowledgements, and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this Section 10.14(a)) having the effect of releasing any Collateral or Loan Party from its guarantee obligations. (b) At The Administrative Agent, the Lenders and the Issuing Lenders irrevocably agree that at such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of Lender Hedge Agreements, Lender Cash Management Obligations and contingent indemnity and expense reimbursement obligations not due and payable) shall have been paid in full and (ii) full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit that are cash collateralized at 101% of the undrawn face amount thereof or (B) any item of Collateral (includingotherwise backstopped on terms reasonably satisfactory to the applicable Issuing Lender), without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall be automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all guarantees and other obligations (other than those expressly stated to survive such termination) of the Collateral Agent Parent and each Credit Loan Party under the Security Loan Documents shall automatically terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request The Administrative Agent, the Lenders and the Issuing Lenders irrevocably agree that Liens on assets of the Loan Parties created by the Loan Documents will be automatically terminated and released upon the transfer of such assets to a Foreign Subsidiary pursuant to Section 7.5(r). The Administrative Agent and the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and are hereby irrevocably authorized by each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, (without requirement of notice to or consent of any Lender) to take any action (without consent rights) (including to execute and deliver any instruments, documents, consents, acknowledgements, and agreements necessary or desirable to evidence or confirm the release pursuant to the foregoing provisions of this paragraph) requested by the Parent to effect any termination or release described in this paragraph (c). (d) Notwithstanding anything to the contrary herein, any automatic release of any Guarantor as a result of such Guarantor becoming a Subsidiary that is not a Wholly-Owned Subsidiary by virtue of a Disposition of less than all of its Capital Stock owned by the Parent or any Subsidiary shall be subject to, after giving pro forma effect to the applicable Credit Party release, the Parent being deemed to have made a new Investment in such documents as such Credit Party may reasonably request to evidence person on the release date of such item of Collateral or Guarantee Obligation from release (as if such Subsidiary were not a Guarantor) in an amount equal to the assignment and security interest granted under fair market value (as determined by the Security Documents, Parent in each case in accordance with the terms good faith) of the Credit Documents and this Parent’s retained ownership percentage in such Subsidiary, which Investment shall be required to be permitted pursuant to Section 13.197.8.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.0111.1) to take, and shall take, take any action requested by the Borrower Cedar Fair LP having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 11.1 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations (other than Unasserted Contingent Obligations) obligations under the Loan Documents shall have been paid in full and (ii) full, the Commitments have been terminated or terminated, no Letters of Credit shall be outstanding (Bunless any such Letter of Credit has been cash collateralized at 105% of its face amount) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall be automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request The Lenders irrevocably agree that: (i) any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (w) pursuant to clause (b) above, (x) at any time, the Required Lenders will confirm in writing time the Collateral Agent’s authority property subject to release its interest in particular types or items of property, such Lien is transferred or to release be transferred as part of or in connection with any Guarantee Obligations pursuant transfer permitted hereunder or under any other Loan Document to this any Person other than any of the Borrowers or any Subsidiary Guarantor, (y) subject to Section 13.19. In each case as specified in this Section 13.1911.1, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence if the release of such item Lien is approved, authorized or ratified in writing by the Required Lenders, or (z) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon release of Collateral or Guarantee Obligation such Subsidiary Guarantor from the assignment and security interest granted its obligations under its guarantee pursuant to clause (ii) below; and (ii) any Subsidiary Guarantor shall be automatically released from its obligations under the Security Documents, Guarantee and Collateral Agreement if such Person ceases to be a Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in each case in accordance with the terms respect of the Credit Documents and this Section 13.19Senior Notes.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 10.1 or (ii) under the circumstances described in paragraph (b) below. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Borrower having the effect of releasing any guarantee obligations with respect to any Subsidiary Guarantor that has become an Immaterial Subsidiary or an Excluded Foreign Subsidiary. (c) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of Specified Swap Agreements, Specified Cash Management Agreements and/or contingent indemnification obligations) shall have been paid in full and (ii) full, the Commitments have been terminated or and no Letters of Credit shall be outstanding (B) any item the date of Collateral (includingthe occurrence of the foregoing, without limitationthe “Termination Date”), as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0111.1) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 11.1 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationscontingent surviving indemnity obligations in respect of which no claim or demand has been made and obligations under or in respect of Hedge Agreements or Specified Cash Management Arrangements) shall have been paid in full and (ii) full, the Commitments have been terminated or (B) any item and no Letters of Collateral (includingCredit shall be outstanding, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request . Additionally, the Administrative Agent shall deliver such other documentation reasonably requested by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request Borrower to evidence the release termination of this Agreement and the other Loan Documents and/or the termination of the Liens on the Collateral, in favor of the Administrative Agent for the benefit of the Secured Parties, all in form reasonably satisfactory to the Administrative Agent and the Borrower. Any such documentation shall be made without recourse, representation or warranty. The Borrower shall pay all costs and expenses (including, but not limited to, reasonable attorney’s fees), that the Administrative Agent incurs in preparing and delivering the foregoing documents (or reviewing forms of such item of Collateral documents prepared by the Borrower or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19its counsel).

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0111.1) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations or releasing any Guarantor from its obligations under the Guarantee Obligations and Collateral Agreement (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 11.1 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of Hedge Agreements, contingent indemnification obligations and expense reimbursement obligations not yet due and payable) shall have been paid in full and (ii) full, the Commitments have been terminated or (B) any item and no Letters of Collateral (includingCredit shall be outstanding, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request Notwithstanding anything to the contrary contained herein or in any Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent at under any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver Loan Document to the applicable Credit Party such documents as such Credit Party may reasonably request holder of any Lien that is certified on behalf of the Borrower by a Responsible Officer to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and be a purchase money security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this or purchase money mortgage permitted by Section 13.198.3(g).

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.0113.01 of the Credit Agreement) to take, and shall take, take any action requested by the Borrower Grantor having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 of the Credit Agreement, or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) On the Loans and Termination Date, the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such Collateral shall automatically be released from the Liens and security interests created by this Agreement and the other Security Documents, and this Agreement and the other Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Party the Grantor under this Agreement and the other Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations guarantee obligations pursuant to this Section 13.197.14. In each case as specified in this Section 13.197.14, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the BorrowerGrantor’s expense, execute and deliver to the applicable Credit Party Grantor such documents as such Credit Party the Grantor may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation guarantee obligation from the assignment and security interest granted under this Agreement and the other Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.197.14.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 10.1 or (ii) under the circumstances described in paragraph (bc) below. (b) In furtherance of the provisions of Section 10.14(a), each of the Lenders authorizes the Administrative Agent to deliver one or more Powers of Attorney to the relevant mortgagors in respect of any Mortgage that encumbers Time Share Interests. The parties hereto agree and acknowledge that the purpose of such Power of Attorney is for administrative convenience to facilitate the release of the Lien created by such Mortgage on any Time Share Interest that is sold pursuant to the provisions of Section 7.6(b) and for no other purpose. It is understood and agreed that such Power of Attorney is revocable by the Administrative Agent upon the occurrence of, or at any time during the continuance of, an Event of Default (provided that such Powers of Attorney shall automatically be revoked upon all amounts owing under this Agreement becoming due in accordance with Section 8 without any action or notice hereunder). The Borrower further agrees that the failure of any Loan Party to comply with the limitations set forth herein in respect of any such Power of Attorney shall constitute an Event of Default hereunder. (c) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations (other than Unasserted Contingent Obligations) obligations under the Loan Documents shall have been paid in full and (ii) full, the Commitments have been terminated and no Letters of Credit shall be outstanding (or (B) any item such Letters of Collateral (includingCredit are Collateralized), without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.019.02 or 9.03) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral under the Pledge Agreement or the LMC Pledge Agreement or obligations under the Subsidiary Guarantee Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 9.02 or 9.03 or (ii) under the circumstances described in paragraph (b) below. (b) At such any time as (Aand from time to time) on or after the Closing Date during which (i) the Loans no Default or Event of Default has occurred and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full is continuing, and (ii) the Commitments have been terminated or Consolidated Leverage Ratio for each of the four fiscal quarter periods of the Borrower ending as of the dates of the two most recently completed fiscal quarters of the Borrower is less than 2.00 to 1.00, the Borrower, by written notice to the Administrative Agent (B) any item of Collateral (including, without limitation, as which notice shall attach a result certificate of a Disposition Financial Officer, in form and substance reasonably acceptable to the Administrative Agent, setting forth in reasonable detail the calculations necessary to demonstrate the Borrower’s satisfaction of a Subsidiary the condition set forth above), may request that owns Collateral) is subject to a Disposition permitted under this Agreement, such all of the Collateral shall automatically be released from the Liens and security interests created by the Security DocumentsPledge Agreement and may request that all of the LMC Collateral be released from the Liens created by the LMC Pledge Agreement, and upon the Security Documents and, with respect to the happening Administrative Agent’s acceptance of the event described in clauses (A)(i) and (ii)such written request, all obligations (other than those expressly stated to survive such termination) of Collateral and/or LMC Collateral, as the Collateral Agent and each Credit Party under case may be, shall be released from the Security Documents shall terminateLiens created by the Pledge Agreement and/or the LMC Pledge Agreement, as the case may be, all without delivery of any instrument or performance of any act by any Person. (c) Upon request If any Collateral has been released from the Liens created by the Pledge Agreement or any LMC Collateral has been released from the Liens created by the LMC Pledge Agreement pursuant to Section 9.16(b), then on the date on which financial statements are delivered to the Lenders pursuant to Section 5.01 showing that the Consolidated Leverage Ratio for each of the four fiscal quarter periods of the Borrower ending as of the dates of the two most recently completed fiscal quarters of the Borrower is greater than 3.00 to 1.00, the Borrower and the Restricted Subsidiaries holding Equity Interests in the Material Domestic Subsidiaries shall promptly enter into a new Pledge Agreement and the subsidiaries of LMC holding interests in the Borrower shall promptly enter into a new LMC Pledge Agreement, as the case may be, to replace the terminated Pledge Agreement and terminated LMC Pledge Agreement, as the case may be, and each shall deliver to the Collateral Agent at any timethe certificates representing the Equity Interests pledged pursuant to such agreements, together with an undated stock power for each such certificate executed in blank. (d) At such time as the Loans and the other Obligations (other than Obligations under or in respect of Specified Swap Agreements and Letters of Credit) shall have been paid in full, the Required Lenders will confirm in writing Revolving Commitments have been terminated and all Letters of Credit have expired or been cash collateralized (i) the Collateral Agent’s authority shall be released from the Liens created by the Pledge Agreement, and the Pledge Agreement and all obligations (other than those expressly stated to release its interest in particular types or items survive such termination) of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Administrative Agent will (and each Lender irrevocably authorizes Loan Party under the Pledge Agreement shall terminate and (ii) the LMC Collateral shall be released from the Liens created by the LMC Pledge Agreement, and the LMC Pledge Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable each Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security DocumentsLMC Pledge Agreement shall terminate, in each case in accordance with the terms all without delivery of the Credit Documents and this Section 13.19any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything Upon any sale, transfer or other Disposition by any Loan Party (other than any such sale, transfer or other Disposition to another Loan Party) of any Collateral in a transaction permitted by this Agreement, upon the pledge by any Loan Party (other than any such pledge in favor of another Loan Party) of any Collateral constituting accounts receivable in connection with a Receivables Purchase Facility that constitutes a Permitted Receivables Facility (so long as such pledge is permitted by this Agreement), or upon the effectiveness of any written consent to the contrary contained herein or release of the security interest in any other Credit DocumentCollateral created under any Security Document pursuant to Section 10.1, the security interests in such Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.01) to take, and shall take, any action requested created by the Borrower having Security Documents shall be automatically released. In connection with any termination or release pursuant to this clause (a), the effect of releasing Administrative Agent shall execute and deliver to any Collateral or Guarantee Obligations (i) Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 or (ii) under the circumstances described in paragraph (b) belowevidence such release. (b) At such time as (A) (i) the Loans and the other Obligations obligations (other than Unasserted Contingent Obligationsindemnification or reimbursement obligations under Section 2.18, 2.19(a), 2.19(d) or 2.20 for which the Borrower has not been notified and contingent indemnification obligations) under the Loan Documents shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (includingterminated, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. In connection with any termination or release pursuant to this clause (b), the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. (c) Upon request Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Borrower having the effect of releasing any Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will guarantee obligations (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver i) to the applicable Credit Party such documents as such Credit Party may reasonably request extent necessary to evidence the release permit consummation of such item of Collateral any transaction not prohibited by any Loan Document or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case that has been consented to in accordance with Section 10.1 or (ii) under the terms of the Credit Documents and this Section 13.19circumstances described in paragraphs (a) or (b) above.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0111.1) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations any Guarantor (i) (A) subject to compliance with Section 7.12 and Section 10.9, if such Person ceases to be a Subsidiary as a result of a transaction or designation permitted hereunder or (B) at any time that such release would not cause a breach of Section 7.12; provided that, in the extent necessary case of clauses (A) and (B) no such release shall occur if such Guarantor continues to permit consummation be a guarantor in respect of the 2020 Senior Notes, the 2022 Senior Notes, the New Senior Notes, any transaction not prohibited by Permitted Other Debt or any Credit Document Agreement Refinancing Debt, (ii) with (A) the sale of such Collateral or the sale of all or substantially all of Capital Stock of such Guarantor, in each case, to a Person or Persons, none of which is the Borrower or a Subsidiary in compliance with the terms and provisions of the Loan Documents or (B) a transaction that has been consented to in accordance with Section 13.01 11.1 or (iiiii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans Loans, the LC Disbursements and the other Obligations accrued obligations (including accrued indemnity obligations) under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of Swap Agreements) shall have been paid in full and (ii) full, the Commitments have been terminated or (B) any item and no Letters of Collateral (includingCredit shall be outstanding, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.0111 .1) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations Obligations (i) to the extent necessary to permit consummation of any transaction Disposition (other than a sale or transfer to a Loan Party) not prohibited by any Credit Loan Document (including, without limitation, (A) the release of any Subsidiary Guarantor from its obligations if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder and (B) the release of any Collateral to the extent such Collateral becomes an Excluded Asset or that has been consented to in accordance with Section 13.01 11.1; provided, that no such release shall occur if (x) such Subsidiary Guarantor continues to be a guarantor in respect of any Junior Financing or Incremental Facility or (y) such Collateral continues to secure any Junior Financing or Incremental Facility or (ii) under the circumstances described in paragraph clause (b) below. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations (other than Unasserted Contingent ObligationsObligations and any amount owing under Specified Hedge Agreements or any Specified Cash Management Agreement) shall have been paid in full or Cash Collateralized and (ii) the Commitments have been terminated and no Letters of Credit shall be outstanding (or (B) any item shall have been Cash Collateralized or backstopped to the reasonable satisfaction of Collateral (includingthe Issuing Bank), without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Collateral Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any . At such time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to)shall take such actions as are reasonably necessary, at the cost of the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the effect each release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, described in each case this Section 11.14 in accordance with the terms relevant provisions of the Credit Documents and this Section 13.19Security Documents.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Administrative Agent and the Collateral Agent is are hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1) to take, and shall take, (A) take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation sale or other disposition of Collateral (other than any transaction such sale or disposition to another Loan Party) not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 or 10.1, (ii) upon termination of the Total Commitments and payment in full of all then outstanding Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (unless cash collateralized or subject to other arrangements satisfactory to the Issuing Bank) or (iii) subject to Section 10.1, if otherwise approved, authorized or ratified in writing by the Required Lenders, (B) to the extent agreed by the Administrative Agent, to subordinate any Lien on any Property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document to the holder of any Lien on such Property that is permitted by Section 7.3 or (C) to release any Subsidiary Guarantor from its obligations under the circumstances described in paragraph (b) belowGuaranty and Collateral Agreement if such Person ceases to be a Subsidiary Guarantor as a result of a disposition or any other transaction permitted under any Loan Document. (b) At such time as (AIn connection with a termination or release pursuant to Section 10.14(a)(A) (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of a)(C), the Administrative Agent and Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such Collateral Agent shall automatically be released from the Liens promptly execute and security interests created by the Security Documents, and the Security Documents and, with respect deliver to the happening of applicable Loan Party, at the event described in clauses (A)(i) and (ii)Borrower’s expense, all obligations (other than those expressly stated documents that the applicable Loan Party shall reasonably request to survive evidence such termination) of the Collateral Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument termination or performance of any act by any Person. (c) release. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the such Administrative Agent’s and Collateral Agent’s authority to release or subordinate its interest in particular types or items of propertyProperty, or to release any Guarantee Obligations Subsidiary Guarantor from its obligations under the Guaranty and Collateral Agreement pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.1910.14.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.01Party) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Liens on Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 12.01 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (includingterminated, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations guarantee obligations pursuant to this Section 13.1912.18. In each case as specified in this Section 13.1912.18, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation guarantee obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.1912.18.

Releases of Guarantees and Liens. (a) Notwithstanding anything Upon any sale, transfer or other Disposition by any Loan Party (other than any such sale, transfer or other Disposition to another Loan Party) of any Collateral in a transaction permitted by this Agreement, including in connection with a Qualified Securitization Transaction, or upon the effectiveness of any written consent to the contrary contained herein or release of the security interest in any other Credit DocumentCollateral created under any Security Document pursuant to Section 10.1, the security interests in such Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.01) to take, and shall take, any action requested created by the Borrower having Security Documents shall be automatically released. In connection with any termination or release pursuant to this clause (a), the effect of releasing Administrative Agent shall execute and deliver to any Collateral or Guarantee Obligations (i) Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 or (ii) under the circumstances described in paragraph (b) belowevidence such release. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent indemnification or reimbursement obligations under Sections 2.18, 2.19(a), 2.19(d) or 2.20 for which the Borrower has not been notified and contingent indemnification obligations, Banking Services Obligations and Secured Swap Obligations) shall have been paid in full and (ii) the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit cash collateralized or (B) any item of Collateral (includingotherwise backstopped in a manner satisfactory to the applicable Issuing Lender and the Administrative Agent), without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. In connection with any termination or release pursuant to this clause (b), the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. (c) Upon request Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Borrower having the effect of releasing any Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will guarantee obligations (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver i) to the applicable Credit Party such documents as such Credit Party may reasonably request extent necessary to evidence the release permit consummation of such item of Collateral any transaction not prohibited by any Loan Document or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case that has been consented to in accordance with Section 10.1 or (ii) under the terms of the Credit Documents and this Section 13.19circumstances described in paragraphs (a) or (b) above.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1) to take, and shall for the benefit of the Borrower the Administrative Agent agrees to take, any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i1) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 10.1 or (ii2) under the circumstances described in paragraph (bSection 10.16(b) below. (b) At such time as (A) (i) the Loans and the other Discharge of Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) occurred, the Commitments have been terminated or (B) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such Collateral shall automatically be released from the Liens and security interests created by the Security DocumentsDocuments and Bank Services Agreements and FX Contracts (other than any Bank Services Agreements used to Cash Collateralize any Obligations arising in connection with Bank Services Agreements and FX Contracts), and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents and Bank Services Agreements and FX Contracts (other than any Bank Services Agreements used to Cash Collateralize any Obligations arising in connection with Bank Services Agreements and FX Contracts) shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by By virtue of a Lender’s execution of this Agreement or an assignment agreement pursuant to Section 10.06, as the case may be, any Affiliate of a Lender that has become a Secured Party shall be deemed a Lender party hereto for purposes of any reference in a Loan Document to the parties for whom Administrative Agent is acting, it being understood and agreed that the rights and benefits of such Affiliate under the Loan Documents consist exclusively of such Affiliate’s right to share in payments and collections out of the Collateral as more fully set forth in Section 8.3. In connection with any distribution of payments and collections, or any request for the release of the Guarantee Obligations and Administrative Agent’s Liens under the Loan Documents in connection with the termination of the Commitments and the payment in full of the Obligations, Administrative Agent at shall be entitled to assume no amounts are due to any timeLender or its Affiliates with respect to Banking Services, FX Contracts, or Specified Swap Agreements unless such Lender has notified Administrative Agent in writing of the amount of any such liability owed to it or its Affiliate prior to such distribution or payment or release of Guarantee Obligations and Liens. (d) At any time from and after the Closing Date, the Required Lenders will confirm in writing Borrower may request that any of its Immaterial Subsidiaries that are Loan Parties be released from all of its obligations under the Loan Documents and any property pledged or granted by such Subsidiary as Collateral Agent’s authority to release its interest in particular types or items of property, or to release (including any Guarantee Obligations Foreign Law Stock Pledge) granted pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Existing Credit Agreement shall be automatically released from the Liens created pursuant to the Security Documents and the Lenders acknowledge that the Administrative Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and may deliver to the applicable Credit Party Borrower such certificates or documents as such Credit Party Borrower may reasonably request to evidence effect the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, releases described in each case in accordance with the terms of the Credit Documents and this Section 13.1910.16(d).

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Document, the Collateral Administrative Agent is hereby irrevocably authorized and directed by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.0112.01) (x) to take, and shall take, take any action requested by the Administrative Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 12.01 or (ii) under the circumstances described in paragraph (b) belowbelow and (y) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent or the Collateral Agent is otherwise contemplated herein as being a party to such intercreditor or subordination agreement. (ba) At such time as (A) (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (includingterminated, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall be automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all pledges and obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (cb) Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations guarantee obligations pursuant to this Section 13.1912.19. In each case as specified in this Section 13.1912.19, the Collateral Administrative Agent will (and each Lender irrevocably authorizes and directs the Collateral Administrative Agent to), at the Administrative Borrower’s request and expense, (i) execute and deliver any termination statements, lien releases, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary to release, as of record, the Administrative Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and (ii) deliver all possessory collateral in the Administrative Agent’s possession, custody or control to the Administrative Borrower (or the Administrative Borrower’s designee), and (iii) execute and deliver to the applicable Credit Party such other documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation obligation from the assignment and assignment, lien or security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.1912.19.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.0111.1) to take, and shall take, take any action requested by the Borrower Cedar Fair LP having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 11.1 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations (other than Unasserted Contingent Obligations) obligations under the Loan Documents shall have been paid in full and (ii) full, the Commitments have been terminated or terminated, no Letters of Credit shall be outstanding (Bunless any such Letter of Credit has been cash collateralized at 105% of its face amount) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall be automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request The Lenders irrevocably agree that: (i) any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (w) pursuant to clause (b) above, (x) at any time, the Required Lenders will confirm in writing time the Collateral Agent’s authority property subject to release its interest in particular types or items of property, such Lien is transferred or to release be transferred as part of or in connection with any Guarantee Obligations pursuant transfer permitted hereunder or under any other Loan Document to this any Person other than any of the Borrowers or any Subsidiary Guarantor, (y) subject to Section 13.19. In each case as specified in this Section 13.1911.1, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence if the release of such item Lien is approved, authorized or ratified in writing by the Required Lenders, or (z) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon release of Collateral or Guarantee Obligation such Subsidiary Guarantor from the assignment and security interest granted its obligations under its guarantee pursuant to clause (ii) below; and (ii) any Subsidiary Guarantor shall be automatically released from its obligations under the Security Documents, Guarantee and Collateral Agreement if such Person ceases to be a Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in each case in accordance with the terms respect of the Credit Documents and this Section 13.19Existing Senior Notes or the Senior Notes.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.0112.01) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 12.01 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (includingterminated, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations guarantee obligations pursuant to this Section 13.1912.18. In each case as specified in this Section 13.1912.18, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation guarantee obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.1912.18.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.01) to take, and shall take, any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 or (ii) under the circumstances described in paragraph (b) below. (b) At at such time as (A) (i) the Loans and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent contingent indemnification obligations and obligations under or in respect of Swap Agreements and Bank Services Obligations) shall have been irrevocably paid in full full, the Commitment has been terminated and no Letters of Credit shall be outstanding (ii) the Commitments other than Letters of Credit that have been terminated cash collateralized or (B) any item of Collateral (includingotherwise backstopped in a manner satisfactory to the Lender), without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Loan Documents, and the Security Collateral Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Loan Party under the Security Collateral Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.; and (cb) Upon request by If any of the Collateral Agent at shall be sold, transferred or otherwise disposed of by any timeBorrower or any Subsidiary in a transaction not prohibited by this Agreement, then the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to)Lender, at the Borrower’s expenserequest and sole expense of any Borrower or any Subsidiary, shall execute and deliver to such Borrower or such Subsidiary at the applicable Credit Party such Borrowers’ sole expense all releases or other documents as such Credit Party may reasonably request to evidence necessary or desirable for the release of the Liens created by the Collateral Documents on such item Collateral. At the request and sole expense of Collateral or Guarantee Obligation any Borrower, a Loan Party shall be released from the assignment its obligations hereunder and security interest granted under the Security Documentsother Loan Documents in the event that all the Equity Interests of such Loan Party shall be disposed of in a transaction not prohibited by this Agreement; provided that, in each case in accordance with unless otherwise waived by the Administrative Agent, the Borrower Representative shall have delivered to the Administrative Agent, at least five (5) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Loan Party and the terms of the Credit Documents disposition in reasonable detail, together with a certification by the Borrower Representative stating that such transaction is in compliance with this Agreement and this Section 13.19the other Loan Documents.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.019.8) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 9.8 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of Hedging Agreements) shall have been paid in full and (ii) full, the Commitments have been terminated or (B) any item and no Letters of Collateral (includingCredit shall be outstanding, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Personperson. (c) Upon the occurrence of a Release of Collateral Event and provided that no Default or Event of Default shall have occurred and be continuing, the Lenders agree, upon the request by of and at the expense of the Borrower, to take such action as is necessary to release all Collateral Agent other than Collateral consisting of Equity Interests of the Borrower (if applicable) and its subsidiaries; provided, however, that if such Release of Collateral Event ceases to be continuing and in effect at any time, the Required Lenders will confirm in writing or the Administrative Agent may require first priority security interests on the same categories of Collateral Agent’s authority that was previously released, such security interests to release its interest in particular types be created and perfected within 30 days of notice from the Required Lenders or items of property, the Administrative Agent to the Borrower. The Lenders hereby authorize the Administrative Agent to execute and deliver such documentation or to release any Guarantee Obligations pursuant take such other action as is necessary to give effect to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.199.18.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Secured Party Lender and Issuing Bank (and each such Lender and Issuing Bank hereby expressly consents) (without requirement of notice to or consent of any Secured Party Lender or Issuing Bank except as expressly required by Section 13.01) to take9.1(a)), and shall takeeach of the Administrative Agent and the Collateral Agent hereby agrees with the Borrower, to take any action reasonably requested by the Borrower having to effect the effect release of releasing any Collateral or Guarantee Obligations Guarantor from its guarantee obligations (i) during a Guarantee and Collateral Suspension Period, (ii) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 9.1(a) including, in each case and without limitation, any sale, transfer or other disposition of any Collateral or Guarantor (other than to the Borrower or another Guarantor), including as a result of any investments of Collateral in non-Guarantor Subsidiaries to the extent not prohibited by the Loan Documents, (iii) to the extent any such release is permitted at such time pursuant to the Guarantee and Collateral Agreement (including in connection with the grant of a Permitted Prior Lien (as defined in the Guarantee and Collateral Agreement) or (iiiv) under the circumstances described in paragraph paragraphs (b) belowor (c) below (and, upon the consummation of any such transaction in preceding clause (ii), (iii) or (iv), such Collateral shall be transferred free and clear of all Liens under the Security Documents and/or such Guarantor shall be released from its obligations under the Guarantee and Collateral Agreement). (b) At such time as (A) (i) the Commitments shall have been terminated and the Loans and the other Obligations (other than Unasserted Contingent Obligations) obligations under the Loan Documents shall have been paid in full and (ii) full, the Commitments have been terminated or (B) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such Collateral shall automatically be released from the Liens and security interests created by the Security DocumentsDocuments with respect to the Loans, and the Security Documents and, and all obligations with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations Loans (other than those expressly stated to survive such termination) of the Administrative Agent, the Collateral Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Lenders and Issuing Banks hereby agree, and each of the Administrative Agent and the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and is hereby irrevocably authorized by each Lender irrevocably authorizes and Issuing Bank (without requirement of notice to or consent of any Lender or Issuing Bank) to take any action required by the Collateral Agent to), at Borrower having the Borrower’s expense, execute effect of releasing a Guarantor from its guarantee obligations hereunder and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted a Grantor under the Security Documents, in each case in accordance with the terms Documents if (i) all or substantially all of the Credit Documents and this Section 13.19assets of such Guarantor have been sold or otherwise disposed of (including by way of merger or consolidation) to a Person that is not a Borrower or a Guarantor or (ii) such Guarantor has been liquidated or dissolved.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.019.11) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 9.11 or (ii) under the circumstances described in paragraph (b) belowbelow (and, in the case of clause (i) above, if requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent a certificate of an Authorized Officer on or prior to the date such transaction is consummated certifying that such transaction is not prohibited by any Loan Document and the Administrative Agent may rely conclusively on such certificate without further inquiry). (b) At such time as (A) (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) obligations under the Loan Documents shall have been paid in full and (ii) full, the Commitments have been terminated or (B) any item and no Letters of Collateral (includingCredit shall be outstanding, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Collateral Documents, and the Security Collateral Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Collateral Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by Anything contained in any of the Collateral Agent at any timeLoan Documents to the contrary notwithstanding, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19Parent, the Collateral Agent will (Borrower, the Administrative Agent, and each Lender irrevocably authorizes hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral Agent to), at or to enforce the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case it being understood and agreed that all powers, rights and remedies under any of the Collateral Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms thereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Administrative Agent for the benefit of the Credit Secured Parties in accordance with the terms thereof. (d) The benefit of the provisions of the Loan Documents directly relating to the Collateral or any Lien granted thereunder shall extend to and be available to any Secured Party that is not an Administrative Agent, Lender or Issuing Lender as long as, by accepting such benefits, such Secured Party agrees, as among the Administrative Agent and all other Secured Parties, that such Secured Party is bound by (and, if requested by the Administrative Agent, shall confirm such agreement in a writing in form and substance acceptable to the Administrative Agent) this Article X and the decisions and actions of the Administrative Agent and the Required Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders or other parties hereto as required herein) to the same extent a Lender is bound; provided, however, that, notwithstanding the foregoing, (a) such Secured Party shall be bound by Section 13.1910.7 only to the extent of liabilities, costs and expenses with respect to or otherwise relating to the Collateral, (b) each of the Administrative Agent and Lenders shall be entitled to act without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation and (c) except as otherwise set forth herein, such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under any Loan Document.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, but without limiting the operation of Sections 6.15(c) and (d) of the Collateral Agent is Trust Agreement relating to certain automatic releases of Collateral and Subsidiary Obligations in connection with permitted Dispositions, DOE hereby irrevocably authorized by each Secured Party (without requirement of notice agrees to or consent of any Secured Party except as expressly required by Section 13.01) to take, and shall take, take promptly any action reasonably requested by the Borrower Borrower, at the Borrower’s expense, having the effect of releasing releasing, or evidencing the release of, any Collateral or Guarantee Subsidiary Obligations (including by instructing any Collateral Trustee to do so) (i) to the extent necessary to permit consummation of any Disposition of any Collateral or any Guarantor to the extent expressly permitted under Section 9.5, (ii) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 Sections 12.1 or 12.2 or (iiiii) in the case of Collateral, under the circumstances described in paragraph (b) below. For the avoidance of doubt any such action shall include directing the Collateral Trustee to take action under the Collateral Trust Agreement. (b) At such time as (A) (i) the Loans Advances, the Loans, the Reimbursement Obligations and all interest, fees and other amounts owing hereunder and under the other Obligations Loan Documents (other than Unasserted Contingent Obligationsunasserted contingent indemnity obligations under Section 12.8) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Loan Commitment Amounts reduced to zero, the Secured Obligations shall cease to be “Secured Obligations” under the Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such Collateral Trust Agreement and DOE shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect provide notice to the happening of the event described Collateral Trustee thereof in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such terminationaccordance with Section 6.15(a) of the Collateral Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonTrust Agreement. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit DocumentLoan Document or the Brazilian Intercreditor Agreement, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender, each Ancillary Lender and each Issuing Lender (without requirement of notice to or consent of any Secured Party Lender, any Ancillary Lender or any Issuing Lender except as expressly required by in Section 13.0110.1) to take, and shall takethe Administrative Agent hereby agrees to take promptly, any action requested by the Borrower Company having the effect of releasing releasing, or evidencing the release of, any Collateral collateral or any obligations under the Guarantee Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 10.1 or (ii) under the circumstances described in paragraph (b) belowthis Section 10.15. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations, Ancillary Facility Outstandings and the interest and fees owing hereunder and under any other Obligations (other than Unasserted Contingent Obligations) Loan Document and any Ancillary Facility Document shall have been paid in full full, the Commitments and (ii) the Ancillary Commitments have been terminated or (B) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such Collateral shall automatically be released from the Liens and security interests created unless otherwise agreed by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(irelevant Ancillary Lender) and no Letters of Credit shall be outstanding (iior such Letters of Credit are Collateralized), all obligations (other than those as expressly stated to survive such terminationprovided therein) of the Collateral Agent and each Credit Party Guarantor under the Security Documents Guarantee shall terminate, all without delivery of any instrument or performance of any act by any Personperson; provided, however, that amounts under any Ancillary Facility Documents may remain outstanding and the Commitments thereunder may remain available with the consent of the applicable Ancillary Lender if cash collateral arrangements are made or other arrangements are made to the reasonable satisfaction of the applicable Ancillary Lender (which may take the form of an agreement for the relevant facilities to continue on a bilateral basis and not under the Loan Documents after such date) so long as, in each case, the Administrative Agent is reasonably satisfied that (x) such Ancillary Facility shall continue on a bilateral basis and the Lenders other than such Ancillary Lender shall have no obligations with respect to such Ancillary Facility or the relevant Ancillary Outstandings, (y) the Ancillary Outstandings in respect of such Ancillary Facility shall not constitute “Guaranteed Obligations” (as defined in the Guarantee) and (z) the Administrative Agent shall have no further obligations with respect to such Ancillary Facility or the related Ancillary Outstandings. (c) Upon request [reserved]. (d) Immediately upon the occurrence of any Guarantee Release Date, all obligations (other than as expressly provided herein) of each Subsidiary Guarantor under the Guarantee shall terminate, all without delivery of any instrument or performance of any act by any person. In connection with any such termination, the Administrative Agent and the Brazilian Administrative Agent are hereby irrevocably authorized by each Lender and each Issuing Lender (without requirement of notice to or consent of any Lender or any Issuing Lender except as expressly required by Section 10.1) to take, and the Administrative Agent and the Brazilian Administrative Agent hereby agree to take, promptly, any action reasonably requested by the Collateral Agent at any timeCompany having the effect of releasing, or evidencing the release of, the Required Lenders will confirm in writing obligations of each Subsidiary Guarantor under the Collateral Agent’s authority to release its interest in particular types or items Guarantee. (e) Any guarantees of property, or to release the Obligations from a Subsidiary Guarantor (including any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release obligations of such item of Collateral or Guarantee Obligation from the assignment and security interest granted Subsidiary Guarantor under the Security Documents, in each case in accordance with Guarantee) will be automatically released if such Subsidiary Guarantor ceases for any reason not otherwise prohibited by the terms of the Credit Loan Documents and this Section 13.19to be a Subsidiary Guarantor. (f) [reserved]. (g) [reserved].

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.01Lender) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 10.1 or (ii) under the circumstances described in paragraph (b) or (c) below. (b) At such time as (A) (i) the Loans and Loans, the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of Specified Swap Agreements or Specified Cash Management Agreements and contingent indemnification obligations) shall have been paid in full and (ii) full, the Commitments have been terminated or and no Letters of Credit shall be outstanding (B) any item of Collateral (includingunless cash collateralized in a manner reasonably satisfactory to the Issuing Lender), without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. At the request and sole expense of any Loan Party following any such termination, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent on behalf of the Administrative Agent and the Lenders hereunder, and execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence such termination. (c) Upon request any sale, transfer or other Disposition by any Loan Party (other than any such sale, transfer or other Disposition to another Loan Party) of any Collateral in a transaction permitted by this Agreement, the security interests in such Collateral created by the Collateral Agent at Security Documents shall be automatically released. In connection with any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to termination or release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will clause (and each Lender irrevocably authorizes the Collateral Agent toc), at the Borrower’s expenserequest and sole expense of any Loan Party, the Administrative Agent shall deliver to such Loan Party any such Collateral held by the Administrative Agent on behalf of the Administrative Agent and the Lenders hereunder, and execute and deliver to the applicable Credit such Loan Party such documents as such Credit Loan Party may shall reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19release.

Releases of Guarantees and Liens. (a) Notwithstanding anything Upon any sale, transfer or other Disposition by any Loan Party (other than any such sale, transfer or other Disposition to another Loan Party) of any Collateral in a transaction permitted by this Agreement, upon the pledge by any Loan Party (other than any such pledge in favor of another Loan Party) of any Collateral constituting Receivables Related Assets in connection with a Permitted A/R Finance Transaction (so long as such pledge is permitted by this Agreement), upon the effectiveness of any written consent to the contrary contained herein release of the security interest in any Collateral created under any Security Document pursuant to Section 10.1 or in any other Credit Documentaccordance with the Intercreditor Agreements, the security interests in such Collateral created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this clause (a), the Administrative Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice shall promptly execute and deliver to or consent of any Secured Party except as expressly required by Section 13.01) to takethe relevant Loan Party, and shall takefile and record, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such release including UCC-3 amendments or termination statements in relation to any action requested by the Borrower having the effect UCC-1 financing statements then of releasing any Collateral or Guarantee Obligations (i) record, and shall promptly return to the extent necessary relevant Loan Party any share certificates (and related powers and proxies), instruments, chattel paper, negotiable documents of title and other Collateral theretofore delivered to permit consummation the Administrative Agent, each in the form in which the same was received, free and clear of any transaction not prohibited all Liens created by any Credit Document or that has been consented to in accordance and through the Administrative Agent. In connection with Section 13.01 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition future Permitted Term Loan permitted under this Agreement, such the Credit Parties irrevocably authorize and direct the Administrative Agent, to subordinate any Lien on any Term Loan Priority Collateral shall automatically be released from the Liens and security interests created granted to or held by the Security Documents, and the Security Documents and, with respect Administrative Agent under any Loan Document to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonPermitted Term Loan Liens on Term Loan Priority Collateral. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 10.1 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent indemnification or reimbursement obligations under Sections 2.18, 2.19(a), 2.19(d) or 2.20 for which the Borrower has not been notified and contingent indemnification obligations, Banking Services Obligations and Secured Swap Obligations) shall have been paid in full and (ii) the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit cash collateralized or (B) any item of Collateral (includingotherwise backstopped in a manner satisfactory to the applicable Issuing Lender and the Administrative Agent), without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at . In connection with any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to termination or release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19clause (b), the Collateral Administrative Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, shall execute and deliver to the applicable Credit any Loan Party, at such Loan Party’s expense, all documents that such Loan Party such documents as such Credit Party may shall reasonably request to evidence the release of such item of Collateral termination or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19release.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1A) to take, and shall take, take any action requested by the Borrower Borrowers having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 10.1A or (ii) under the circumstances described in paragraph paragraphs (b) and (c) below. (b) At such time as (A) (i) the Loans Extended Secured Loans, the Acceptance Obligations, the Reimbursement Obligations and the other Obligations (other than Unasserted Contingent Obligations) obligations under the Loan Documents relating to the US Secured Tranche and the Canadian/US Secured Tranche shall have been paid in full and (ii) full, the Extended Secured Commitments have been terminated or (B) any item and no Letters of Collateral (includingCredit shall be outstanding, without limitationthe Guarantors shall be released from the guarantee obligations created pursuant to Section 9 hereof, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request At such time as the Canadian Secured Obligations shall have been paid in full, the Commitments to GM Canada have been terminated and no Letters of Credit issued on behalf of GM Canada shall be outstanding, upon notice from GM and GM Canada, GM Canada shall cease to be a Borrower hereunder, the Canadian Collateral shall be released from the Liens created by the Canadian Security Documents and all obligations (other than those expressly stated to survive such termination) of the Agent and GM Canada under the Canadian Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (d) Upon the request of GM, all Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation shall be released from the assignment and security interest granted under Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Agent and each Loan Party under the Security Documents shall terminate if, at any date (a "Release Date"), GM has senior unsecured long-term debt outstanding, without third party credit enhancement, and receives at least two of the following ratings with respect to such senior secured long-term debt: (i) BBB- or better by S&P, (ii) Baa3 or better by Xxxxx'x and (iii) BBB- or better by Fitch, in each case case, with a stable outlook or better. If, at any date following a Release Date, the rating of GM's senior unsecured long term debt outstanding, without third party credit enhancement, shall be rated by two or more of S&P, Xxxxx'x or Fitch at a rate lower than the rate set forth in accordance the preceding sentence, the Borrowers shall promptly, and in any event within 30 days of such date, enter into documentation reasonably requested by the Agent so as to cause the Extended Secured Loans, the Non-Loan Exposure to be secured on the same basis as such obligations were secured prior to the Release Date. (e) Notwithstanding anything to the contrary above, to the extent any Collateral released pursuant to this subsection also secures any committed or drawn and outstanding Non-Loan Exposure (excluding any ACH and overdraft arrangements) and is being released in connection with the terms a secured refinancing of the Credit Documents applicable Extended Secured Commitments and this Section 13.19the Secured Obligations, such release shall require the prior written consent of each Secured Lender affected thereby.

Releases of Guarantees and Liens. (a) Notwithstanding anything to The Administrative Agent and the contrary contained herein or in Lenders irrevocably agree that the Lien on any other Credit Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of property and any Secured Party except as expressly required by Section 13.01) to take, and shall take, any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations related guarantee obligations will be automatically released (i) (1) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document Loan Document, (2) upon any sale or transfer of Collateral or any other transaction permitted or not prohibited hereunder or under the Loan Documents to any Person that is not a Loan Party, (3) to the extent property constituting Collateral is owned by any Guarantors, upon the release of such Guarantor from its obligations under the Guarantee Agreement or in accordance with the succeeding sentence, (4) so long as no Event of Default has occurred and is continuing, to the extent the Collateral becomes Excluded Assets or a Guarantor becomes an Excluded Subsidiary in a transaction permitted hereunder, the primary purpose of which transaction is not to effect the release of such Guarantor or any other Guarantor from its obligations under the Loan Documents, or a Guarantor ceases to be a Subsidiary in a transaction permitted hereunder or (5) that has been consented to in accordance with Section 13.01 or 10.1 and (ii) under the circumstances described in paragraph (b) below, in accordance with the provisions of Section 7.12(b), (f), (g) and (h) of the Collateral Agreement. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and the Collateral Agent are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action (without consent rights) requested by the Company (including to execute and deliver any instruments, documents, consents, acknowledgements, and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph) having the effect of releasing any Collateral or Loan Party from its guarantee obligations. (b) At The Administrative Agent and the Lenders irrevocably agree that at such time as (A) (i) the Loans and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of Lender Hedge Agreements, Lender Cash Management Obligations and contingent indemnity obligations not due and payable) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (includingterminated, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall be automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all guarantees and other obligations (other than those expressly stated to survive such termination) of the Collateral Agent Company and each Credit Loan Party under the Security Documents shall automatically terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request The Administrative Agent and the Lenders irrevocably agree that Liens on assets of the Loan Parties created by the Loan Documents will be automatically terminated and released upon the transfer of such assets to a Foreign Subsidiary that is not a Loan Party pursuant to Section 7.5(q). The Administrative Agent and the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and are hereby irrevocably authorized by each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, (without requirement of notice to or consent of any Lender) to take any action (without consent rights) (including to execute and deliver any instruments, documents, consents, acknowledgements, and agreements necessary or desirable to evidence or confirm the release pursuant to the applicable Credit Party such documents as such Credit Party may reasonably request foregoing provisions of this paragraph) requested by the Company to evidence the effect any termination or release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, described in each case in accordance with the terms of the Credit Documents and this Section 13.19paragraph (c).

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.0110.1) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations obligations (i) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder to any Person other than the extent necessary Borrower or any of the Subsidiaries that are Guarantors; provided that no such release shall occur if such Collateral continues to permit consummation secure any Junior Financing, (ii) subject to Section 10.1, if the release of any transaction not prohibited such Lien is approved, authorized or ratified in writing by any Credit Document or that has been consented to in accordance with Section 13.01 the Required Lenders, or (iiiii) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Guarantee and Collateral Agreement pursuant to clause (c) below, or (iv) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations (other than Unasserted Contingent ObligationsObligations and obligations under or in respect of Hedge Agreements) shall have been paid in full or Cash Collateralized and (ii) the Commitments have been terminated or (B) any item and no Letters of Collateral (includingCredit shall be outstanding, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Collateral Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (including the filing of termination statements and terminations of assignments) (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 10.1 or (ii) under the circumstances described in paragraph paragraphs (b) and (c) below. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of Specified Swap Agreements or Specified Cash Management Agreements) shall have been paid in full and (ii) full, the Commitments have been terminated or (B) any item and no Letters of Collateral (includingCredit shall be outstanding, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Collateral Agent at Borrower having the effect of releasing any time, the Required Lenders will confirm in writing the Collateral Agent’s authority guarantee obligations with respect to release its interest in particular types (i) any Subsidiary Guarantor that ceases to be a Material Subsidiary or items of property, or to release (ii) any Guarantee Obligations pursuant to this Section 13.19. In each case Subsidiary Guarantor designated as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case an Unrestricted Subsidiary in accordance with the terms of the Credit Documents and this Section 13.19Agreement.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.0112.01) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Liens on Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited expressly permitted by any Credit Document or that has been consented to in accordance with Section 13.01 12.01 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (includingterminated, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations guarantee obligations pursuant to this Section 13.1912.18. In each case as specified in this Section 13.1912.18, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation guarantee obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.1912.18.

Releases of Guarantees and Liens. (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Guarantor shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary (other than as a result of a Subsidiary Guarantor becoming a non-Wholly Owned Subsidiary); provided that, if so required by this Agreement, the Required Lenders (or if applicable, the Lenders) shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1) to take, and shall take, take any action requested by the Parent Borrower (1) having the effect of releasing or evidencing the release of any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited permitted by any Credit Loan Document (other than as a result of a Subsidiary Guarantor becoming a non-Wholly Owned Subsidiary) or that has been consented to in accordance with Section 13.01 10.1 or (ii) under the circumstances described in paragraph (b) below; provided, that if requested, the Administrative Agent shall have received a certificate of a Responsible Officer of the Parent Borrower containing such certifications as the Administrative Agent shall reasonably request or (2) acknowledging the subordination of any Liens in favor of the Administrative Agent under any Loan Document to Liens that are expressly permitted by Section 7.3 to be senior to the liens in favor of the Administrative Agent. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Parent Borrower having the effect of releasing or evidencing the release of any guarantee obligations with respect to any Subsidiary Guarantor that has become an Excluded Subsidiary; provided that if such Subsidiary Guarantor is an Additional Borrower, then prior to or simultaneously with the release of the guarantee obligations of such Subsidiary, such Subsidiary’s status as a “Additional Borrower” shall be terminated in accordance with Section 10.21(b). 147 (c) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of Bilateral L/C Facilities, Specified Swap Agreements, Specified Cash Management Agreements and/or contingent indemnification obligations) shall have been paid in full and (ii) full, the Commitments have been terminated or and no Letters of Credit shall be outstanding (B) any item the date of Collateral (includingthe occurrence of the foregoing, without limitationthe “Termination Date”), as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Administrative Agent and the Collateral Agent is are hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.019.1) to take, and shall take, (A) take any action requested by the Borrower Borrowers having the effect of releasing any of the Term A Loan Collateral or Guarantee Obligations the Term B Loan Collateral or guarantee obligations (i) to the extent necessary to permit consummation sale or other disposition of any transaction Term A Loan Collateral and the Term B Loan Collateral not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 or 9.1, (ii) under upon termination of the circumstances described Total Commitments and payment in paragraph (b) below. (b) At such time as (A) (i) the Loans and the other full of all then outstanding Obligations (other than Unasserted Contingent Obligationscontingent indemnification obligations) shall have been paid or (iii) subject to Section 9.1, if otherwise approved, authorized or ratified in full and (ii) writing by the Commitments have been terminated or Required Lenders, (B) to the extent agreed by the Administrative Agent, to subordinate any item Lien on any Property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document to the holder of Collateral any Lien on such Property that is permitted by Section 6.8 or (includingC) to release any Guarantor from its obligations under any Guarantee Agreement if such Person ceases to be a Guarantor, without limitationor Such Person ceases to be a Person required to become a Guarantor pursuant to the terms of the Loan Documents, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition disposition or any other transaction permitted under this Agreement, such Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonLoan Document. (cb) In connection with a termination or release pursuant to Section 9.14(a)(A) or (a)(C), the Administrative Agent and Collateral Agent shall promptly execute and deliver to the Borrowers, at the Borrowers’ expense, all documents that the Borrowers shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the such Administrative Agent’s and Collateral Agent’s authority to release or subordinate its interest in particular types or items of propertyProperty, or to release any Guarantor from its obligations under any Guarantee Obligations Agreement pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.199.14.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.0111.1) to take, and shall take, take any action requested by the Borrower Borrowers having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 11.1 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans First Lien Tranche C Term Loans, the Revolving Loans, the Swingline Loans, the Reimbursement Obligations and the other Obligations obligations to the First Lien Collateral Agent, the Administrative Agent and the First Lien Lenders under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of Hedge Agreements) shall have been paid in full and (ii) full, the Revolving Commitments have been terminated terminated, no Letters of Credit shall be outstanding and the net termination liability under or (B) any item in respect of Collateral (includingSpecified Hedge Agreements at such time shall have been cash collateralized or paid in full, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the First Lien Security Documents, and the First Lien Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the First Lien Collateral Agent and each Loan Party under the First Lien Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. provided that, the Administrative Agent agrees upon such termination to promptly deliver to the relevant Borrower UCC-3 termination statements, discharges of existing Mortgages, and other release and termination documents as are reasonably requested by such Borrower to discharge the Liens as a matter of public record. (c) At such time as the Loans, the Reimbursement Obligations and the other obligations to the Collateral Agents, the Administrative Agent and the Lenders under the Loan Documents (other than obligations under or in respect of Hedge Agreements) shall have been paid in full and the Revolving Commitments have been terminated, no Letters of Credit shall be outstanding and the net termination liability under or in respect of Specified Hedge Agreements at such time shall have been cash collateralized or paid in full, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of each Collateral Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Secured Party Lender (and each such Lender hereby expressly consents) (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.019.1(a)) to take, and shall take, take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations Guarantor from its guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 9.1(a) or in connection with any sale, transfer or other disposition of any Collateral or Guarantor to a Person that is not a Loan Party, including as a result of any investments of Collateral in non-Guarantor Subsidiaries to the extent not prohibited by the Loan Documents, (ii) to the extent any such release is permitted at such time pursuant to any applicable intercreditor agreement and/or the applicable Security Document or (iiiii) under the circumstances described in paragraph paragraphs (b) belowor (c) below (and, upon the consummation of any such transaction in preceding clause (i), (ii) or (iii), such Collateral shall be disposed of free and clear of all Liens under the Security Documents and/or such Guarantor shall be released from its obligations under the Loan Documents). (b) At such time as (A) (i) the Term Loans and the other Obligations under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of Swap Agreements or Cash Management Agreements) shall have been paid in full and (ii) all Commitments of the Commitments Lenders have been terminated expired or (B) any item of Collateral (includingterminated, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Collateral Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Lenders hereby agree, and each of the Administrative Agent and the Collateral Agent at is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any time, Lender) to take any action required by the Required Lenders will confirm in writing Borrower having the Collateral Agent’s authority effect of releasing a Guarantor from its guarantee obligations under the Guaranty Agreement and as a Grantor under the Security Documents if (i) such Guarantor constitutes (or becomes) an Excluded Subsidiary and is not required to release its interest in particular types or items be a Guarantor of property, or to release any Guarantee Obligations the Term Loans pursuant to this Section 13.19. 5.8, (ii) all or substantially all of the assets of such Guarantor have been sold or otherwise disposed of (including by way of merger or consolidation) to a Person that is not a Borrower or a Guarantor or (iii) such Guarantor has been liquidated or dissolved. (d) In connection with any release of Collateral of the type described above in clause (a) or (c) notwithstanding anything to the contrary contained herein or in any other Loan Document, each case as specified in this Section 13.19, of the Administrative Agent and the Collateral Agent will is hereby irrevocably authorized by each Lender (and each such Lender irrevocably authorizes hereby expressly consents) (without requirement of notice to or consent of any Lender except as expressly required by Section 9.1(a)) to take any action with respect to the Collateral requested by the Borrower to the extent necessary to permit such release or other transaction, including without limitation, directing the Collateral Agent to)to execute agreements with respect to any Collateral, at upon the Borrower’s expense, execute and deliver delivery to the applicable Credit Party Administrative Agent and Collateral Agent of a certificate signed by an officer of the Borrower stating that such documents as such Credit Party may reasonably request to evidence action and the release of such item of the Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documentsother transaction, in as applicable, is permitted by each case in accordance with the terms of the Credit Documents and this Section 13.19Loan Document.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.01) to take11.1), and shall takethe Administrative Agent agrees, to take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 11.1, (ii) of any Subsidiary which has been designated as an Unrestricted Subsidiary or (iiiii) under the circumstances described in paragraph (b) below. Without limiting the generality of the foregoing, each Lender irrevocably authorizes Administrative Agent, and Administrative Agent agrees, to release Collateral consisting of Stock of Foreign Subsidiaries upon Borrower’s request in connection with the Foreign Restructuring, so long as Administrative Agent is reasonably satisfied that following the Foreign Restructuring it will have a Lien on at least 65% of the Stock of any Foreign Subsidiary which is a direct Wholly Owned Subsidiary of Borrower. (b) At such time as (A) (i) the Loans Loans, the L/C Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of Hedging Agreements and contingent obligations for which no claim has been made) shall have been paid in full and (ii) full, the Commitments have been terminated or (B) any item and no Letters of Collateral (includingCredit shall be outstanding, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.[SIGNATURE PAGES FOLLOW]

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1) to take, and shall take, take any action requested by the Borrower MLP having the effect of releasing any Collateral or Guarantee Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 or 10.1, (ii) under the circumstances described in paragraph (b) belowbelow or (iii) as contemplated by Section 7.15 of the Guarantee and Collateral Agreement. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations under the Loan Documents (other than Unasserted Contingent ObligationsObligations under or in respect of Specified Swap Agreements, Specified Cash Management Agreements or unasserted indemnification, tax gross-up, expense reimbursements or yield protection obligations, in each case for which no claim has been made) shall have been paid in full and (ii) full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than any outstanding Letters of Credit that have been cash collateralized or (B) any item back-stopped by a letter of Collateral (includingcredit or otherwise in a manner reasonably satisfactory to the applicable Issuing Lender), without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those contingent obligations expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guarantee Obligations and Collateral Agreement, pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.1910.14.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1) to take, and the Administrative Agent shall taketake or cause to be taken, any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 10.1 or (ii) under the circumstances described in paragraph paragraphs (b) or (c) below. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of Swap Agreements) shall have been paid in full and (ii) full, the Revolving Commitments have been terminated or and no Letters of Credit shall be outstanding (B) any item of Collateral (includingunless cash collateralized in a manner reasonably satisfactory to the Administrative Agent and the Issuing Lender), without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by To the Collateral Agent at any time, extent the Required Lenders will confirm in writing waive the Collateral Agent’s authority provisions of the Loan Documents with respect to release its interest in particular types the sale or items other disposition of propertyany Collateral, or any Collateral is sold or otherwise disposed of in a manner not prohibited by the Loan Documents, such Collateral (unless transferred to the Borrower or a Subsidiary Guarantor) shall be sold or otherwise disposed of free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall take such actions, at the sole expense of the Borrower (including, without limitation, directing any collateral agent to take such actions), as are appropriate in connection therewith to release any such Lien. To the extent the Collateral so sold or disposed of constitutes Capital Stock of a Subsidiary Guarantor, the Guarantee Obligations pursuant to this Section 13.19. In each case as specified of such Subsidiary Guarantor in this Section 13.19respect of the Obligations and all obligations of such Subsidiary Guarantor under the Loan Documents shall terminate and be of no further force and effect, and the Collateral Administrative Agent will (and each Lender irrevocably authorizes the Collateral Agent to)shall take such actions, at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms sole expense of the Credit Documents and this Section 13.19Borrower (including directing any collateral agent to take such actions) as are appropriate in connection with such termination.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.0111.01) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 11.01 or (ii) under the circumstances described in paragraph (b) belowSection 11.18(b). (b) At such time as (A) (i) the Term Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) full, the Commitments have been terminated or (B) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening and all obligations of the event described in clauses (A)(i) Collateral Agent and (ii), all obligations each Loan Party under the Security Documents shall terminate (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Party under the Security Documents shall terminate), all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations guarantee obligations pursuant to this Section 13.1911.18. In each case as specified in this Section 13.1911.18, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Loan Party such documents as such Credit Loan Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation guarantee obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Loan Documents and this Section 13.1911.18.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1) to take, and shall take, take any action requested by the Parent Borrower (1) having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 10.1 or (ii) under the circumstances described in paragraph (b) below; provided, that the Administrative Agent shall have received a certificate of a Responsible Officer of the Parent Borrower containing such certifications as the Administrative Agent shall reasonably request or (2) acknowledging the subordination of any Liens in favor of the Administrative Agent under any Loan Document to Liens that are expressly permitted by Section 7.3 to be senior to the liens in favor of the Administrative Agent. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Parent Borrower having the effect of releasing any guarantee obligations with respect to any Subsidiary Guarantor that has become an Immaterial Subsidiary or an Excluded Foreign Subsidiary; provided that if such Subsidiary Guarantor is an Additional Borrower, then prior to or simultaneously with the release of the guarantee obligations of such Subsidiary, such Subsidiary’s status as a “Additional Borrower” shall be terminated in accordance with Section 10.21(b). (c) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of Specified Swap Agreements, Specified Cash Management Agreements and/or contingent indemnification obligations) shall have been paid in full and (ii) full, the Commitments have been terminated or and no Letters of Credit shall be outstanding (B) any item the date of Collateral (includingthe occurrence of the foregoing, without limitationthe “Termination Date”), as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Administrative Agent and the Collateral Agent is Trustee are hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1) to take, and shall take, take any action requested by the Borrower Company having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document (including in connection with the Spin-Off and transactions related thereto to the extent permitted pursuant to Section 7.5(t) or Section 7.5(z), as applicable) or that has been consented to in accordance with Section 13.01 or 10.1, (ii) under the circumstances described in paragraph (b) belowbelow and (iii) upon the occurrence and during the continuation of a Suspension Period Event, subject to and in accordance with the provisions of Section 3.15(c) of the Guarantee Agreement and Section 7.12(b), (f), (g) and (h) of the Collateral Agreement. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of Hedge Agreements and contingent indemnity obligations not due and payable) shall have been paid in full and (ii) full, the Commitments have been terminated or (B) any item and no Letters of Collateral (includingCredit shall be outstanding, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Collateral Agent Trustee and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request The Administrative Agent and the Lenders agree that Liens on assets of the Loan Parties created by the Collateral Loan Documents will be terminated and released upon the transfer of such assets to a Foreign Subsidiary (other than a Foreign Subsidiary Borrower or Foreign Guarantor) pursuant to Section 7.5(r). The Administrative Agent at any time, the Required Lenders will confirm in writing and the Collateral Agent’s authority Trustee are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Company to effect any termination or release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified described in this Section 13.19, the Collateral Agent will paragraph (and each Lender irrevocably authorizes the Collateral Agent toc), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0111.1) to take, and shall take, take any action requested by the Borrower Borrowers having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 11.1, (ii) unless consent of all the Lenders is required pursuant to Section 11.1, if approved authorized or ratified in writing by the Required Lenders, or (iiiii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of Hedge Agreements) shall have been paid in full and (ii) full, the Commitments have been terminated or (B) any item and no Letters of Collateral (includingCredit shall be outstanding, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to (i) subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.3(l); and (ii) to release any Subsidiary Guarantor from its obligations under the Guarantee and Collateral Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guarantee Obligations and Collateral Agreement pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.1911.14.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.01‎Section 12.01) to take, and shall take, any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 ‎Section 12.01 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans and the other Obligations (other than Unasserted Contingent ObligationsObligations and, for the avoidance of doubt, Obligations under Specified Hedging Agreements to the extent cash collateralized or backstopped in a manner reasonably satisfactory to the applicable Qualified Counterparty) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, the Collateral Agent shall release all or such part of the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations guarantee obligations pursuant to this Section 13.19‎Section 12.19. In each case as specified in this Section 13.19‎Section 12.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation guarantee obligation from the assignment and security interest granted under the Security Documents, in each case case, in accordance with the terms of the Credit Documents and this Section 13.19‎Section 12.19.

Releases of Guarantees and Liens. (a) Notwithstanding anything The Lenders hereby irrevocably agree that the Liens granted to the contrary contained herein Administrative Agent by the Credit Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (d) below, (ii) upon the disposition of such Collateral as part of or in connection with any disposition permitted hereunder to any Person other than another Credit DocumentParty, to the Collateral extent such disposition is made in compliance with the terms of this Agreement (and the Administrative Agent is hereby irrevocably authorized may rely conclusively on a certificate to that effect provided to it by each Secured Party (without requirement of notice to or consent a responsible officer of any Secured Credit Party except as expressly required by Section 13.01) to takeupon its reasonable request without further inquiry), and shall take, any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations (iiii) to the extent necessary such Collateral is comprised of property leased to permit a Credit Party by a Person that is not a Credit Party, upon termination or expiration of such lease to the extent such Credit Party has no other rights in such Collateral, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 9.02 or Section 9.03), (v) to the extent the property constituting such Collateral is owned by any Subsidiary Guarantor and no other Credit Party, upon the release of such Subsidiary Guarantor from its obligations under the Subsidiary Guarantee (in accordance with the second succeeding sentence and Section 4.14 of the Subsidiary Guarantee), (vi) as required by the Administrative Agent to effect any disposition of Collateral in connection with any exercise of remedies of the Administrative Agent pursuant to the Collateral Documents and (vii) to the extent such Collateral otherwise becomes Excluded Assets (as defined in the Security Agreement). Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Credit Documents. Additionally, the Lenders hereby irrevocably agree that the Subsidiary Guarantors shall be released from the Subsidiary Guarantees upon consummation of any transaction not prohibited by permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise ceasing to be a Material Domestic Subsidiary. The Lenders hereby authorize the Administrative Agent, as applicable, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Subsidiary Guarantor or Collateral pursuant to the foregoing provisions of this paragraph and paragraph (d), all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Credit Document relating to any such Collateral or that has been consented Subsidiary Guarantor shall no longer be deemed to in accordance with Section 13.01 or (ii) under the circumstances described in paragraph (b) belowbe repeated. (b) At such If at any time as (Aand from time to time) on or after the date of satisfaction of the HoldCo Condition when (i) the Loans no Default or Event of Default has occurred and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and is continuing, (ii) the Commitments have been terminated Total Leverage Ratio for the two consecutive Test Periods most recently ended on or prior to such date does not exceed 2.503.00 to 1.00 and (Biii) no Permitted Additional Debt Document, or other document granting a Lien permitted by clause (x) of the definition of Permitted Liens, has then granted a valid Lien on any item of Collateral that will not concurrently become so suspended (includingsuch requirements, without limitationcollectively, as the “Suspension Conditions”), the Borrower, by written notice to the Administrative Agent (which notice shall attach a result certificate of a Disposition Financial Officer, in form and substance reasonably acceptable to the Administrative Agent, setting forth in reasonable detail the calculations necessary to demonstrate the Borrower’s satisfaction of a Subsidiary the condition set forth above), may request that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens created by Collateral Documents (other than the HoldCo Pledge Agreement and security interests the Pledge Agreement), and upon the Administrative Agent’s acceptance of such written request, all such Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Party under the Security Documents shall terminate, all Agreement without delivery of any instrument or performance of any act by any Person. (c) Upon request If any Collateral has been released from the Liens created by the Security Agreement pursuant to Section 9.15(b), then on the date, if any, on which financial statements are delivered to the Lenders pursuant to Section 5.01 showing that the Total Leverage Ratio for the two consecutive Test Periods most recently ended on or prior to such date is greater than 3.503.75 to 1.00 (the “Reinstatement Condition”), the Loan Parties shall: (i) upon request, promptly (A) enter into a new Security Agreement and any other applicable Collateral Document to replace the terminated Security Agreement or Collateral Document, as applicable, (and any period from and after a Collateral Release until the date of such reinstatement, a “Suspension Period”) and (B) deliver to the Administrative Agent (or its counsel) (including by telecopy or email transmission) a counterpart of the Security Agreement and other applicable Collateral Document signed on behalf of each Loan Party, and the Security Agreement and other applicable Collateral Documents shall be in full force and effect; (ii) deliver to the Administrative Agent the results of a recent Lien search with respect to each Loan Party, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Closing Ddate of the applicability of the Reinstatement Condition; (iii) file in the proper form each Uniform Commercial Code financing statement or other filing required by the Collateral Documents and confirm that all other perfection steps required by the Collateral Documents shall have been taken; and (iv) deliver to the Administrative Agent at any timea copy of, or a certificate as to coverage under, the Required Lenders will confirm in writing insurance policies required by Section 5.05 and the applicable provisions of the Collateral Documents, any casualty policies of which shall be endorsed or otherwise amended to include a “standard” or “New York” additional lender’s additional loss payable endorsement and any general liability policy of which shall name the Administrative Agent’s authority , on behalf of the Secured Parties, as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (d) Notwithstanding anything to the contrary contained herein or any other Credit Document, when all Obligations (other than (i) Swap Obligations in respect of any Secured Swap Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreement and (iii) any contingent obligations or contingent indemnification obligations not then due) have been paid in full, all Revolving Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not cash collateralized or back-stopped on terms reasonably satisfactory to the Issuing Bank, upon request, andat the sole cost and expense, of the Borrower, the Administrative Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in particular types all Collateral, and to release all obligations under any Credit Document, whether or items not on the date of such release there may be any (i) Swap Obligations in respect of any Secured Swap Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent obligations or contingent indemnification obligations not then due. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Credit Party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Credit Party or any substantial part of its property, or otherwise, all as though such payment had not been made. (e) Notwithstanding anything to release the contrary contained herein or in any Guarantee other Credit Document, upon request of the Borrower in connection with any Permitted Liens securing Purchase Money Indebtedness, Capital Lease Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19or Attributable Debt, the Administrative Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to subordinate the Lien on any Collateral Agent will to such Permitted Liens securing Purchase Money Indebtedness, Capital Lease Obligations or Attributable Debt (and each Lender irrevocably authorizes other than in connection with any such Indebtedness that is secured by Liens permitted by clause (x) or clause (p) (as it relates to clause (x)) of the Collateral Agent to)definition of “Permitted Liens.” (f) Notwithstanding the foregoing or anything in the Credit Documents to the contrary, at the direction of the Required Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Borrower’s expenseassets in a bankruptcy, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release foreclosure or other similar proceeding, forbear from exercising remedies upon an Event of such item Default, or in a bankruptcy proceeding, enter into a settlement agreement on behalf of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19all Lenders.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.01Party) to take, and shall take, take any action requested by the Borrower Borrowers having the effect of releasing any Liens on Collateral or Guarantee Obligations borrower or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 or 12.01, (ii) under the circumstances described in paragraph Section 12.18(b), or (biii) belowwith respect to [***], a Florida limited liability company and [***], an Ohio limited liability company, in the event Permitted Partial Optional Prepayments are made in the aggregate amount of $100,000,000, no Default or Event of Default has occurred and is continuing or would result from the release of such Credit Parties and their assets from the Credit Documents and Parent shall have certified to Administrative Agent and the Lenders, in form and substance satisfactory to Administrative Agent and the Lenders, that after giving effect to all of the Permitted Partial Optional Prepayments, the Credit Parties are in compliance with each Financial Performance Covenant (determined on a pro forma basis for the Applicable Fiscal Period then most recently ended for which Borrowers have delivered the financial statements pursuant to Section 8.01 (and a Compliance Certificate)). In the event the releases described in clause (iii) above occur, Schedule 1.01(M) shall be deemed updated to remove the Mortgaged Properties owned by the released Persons from such Schedule. (b) At such time as (A) (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (includingterminated, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations guarantee obligations pursuant to this Section 13.1912.18. In each case as specified in this Section 13.1912.18, the Collateral Administrative Agent will (and each Lender irrevocably authorizes the Collateral Administrative Agent to), at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation guarantee obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.1912.18.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Lender and other Secured Party Parties (without requirement of notice to or consent of any Lender or other Secured Party except as expressly required by Section 13.0111.1) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 11.1 or (ii) under the circumstances described in paragraph (bparagraphSection 11.14(b) below. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationscontingent surviving indemnity obligations in respect of which no claim or demand has been made and obligations under or in respect of Hedge Agreements or Specified Cash Management Arrangements) shall have been paid in full and (ii) full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit which have been Cash Collateralized or (B) any item of Collateral (includingas to which other arrangements satisfactory to the applicable Issuing Lender shall have been made), without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall automatically terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request . Additionally, the Administrative Agent shall deliver such other documentation reasonably requested by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request Borrower to evidence the release termination of this Agreement and the other Loan Documents and/or the termination of the Liens on the Collateral, in favor of the Administrative Agent for the benefit of the Secured Parties, all in form reasonably satisfactory to the Administrative Agent and the Borrower. Any such documentation shall be made without recourse, representation or warranty. The Borrower shall pay all costs and expenses (including, but not limited to, reasonable attorney’s fees), that the Administrative Agent incurs in preparing and delivering the foregoing documents (or reviewing forms of such item of Collateral documents prepared by the Borrower or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19its counsel).

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.0112.1 of the Credit Agreement) to take, and shall take, any action requested by the Borrower having the effect any Guarantor to release any of releasing any Collateral or Guarantee Obligations its obligations hereunder (i) to the extent necessary to permit the consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 13.8 of the Credit Agreement or (ii) under the circumstances described in paragraph (bSection 5.13(b) below. (b) At On the date of any transaction permitted by the Credit Agreement in which any Guarantor shall cease to be a Guarantor hereunder, such time as (A) (i) Guarantor shall be automatically released from the Loans provisions of this Guarantee and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such Collateral shall automatically be released from the Liens and security interests created by the Security Documents. On the Termination Date, this Guarantee and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Party Guarantor under the Security Documents this Guarantee shall terminateautomatically terminate and be of no further force and effect, all without delivery of any instrument or performance of any act by any Person, and Agent, upon request by any Guarantor, shall execute and deliver such documents and instruments and take such further action requested by such Guarantor to evidence such termination with respect to such Guarantor. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations guarantee obligations pursuant to this Section 13.195.13. In each case as specified in this Section 13.195.13, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s Loan Parties’ expense, execute and deliver to the applicable Credit Loan Party such documents as such Credit Loan Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documentsguarantee obligation, in each case case, in accordance with the terms of the Credit Loan Documents and this Section 13.195.13.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is and Security Trustee are hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0111.1) to take, and shall take, take any action requested by the Holdings, any Borrower or any Non-Loan Party Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 11.1 or (ii) under the circumstances described in paragraph (bSection 11.14(b) below. (b) Subject to requirements of Section 6.13, at the written request of the Borrower Representative at any time that no Default or Event of Default has occurred and is continuing, and from time to time, the Administrative Agent and Security Trustee shall, at the sole cost of the Borrowers, enter into such documents and instruments as necessary to release (and release any collateral granted by) any Additional Borrower or any Additional Guarantor that is not, at such time, either (i) a direct or indirect Wholly Owned Subsidiary of Holdings that is both (A) a US Subsidiary and (B) a Material Subsidiary, or (ii) a direct or indirect Wholly Owned Subsidiary of Holdings that is both (A) a Canadian Subsidiary and (B) a Material Subsidiary; provided, that the Administrative Agent shall not be required to enter into such release documents if any Default or Event of Default has occurred and is then continuing or would result therefrom (including, without limitation, if such release would result in the limitations set forth in Section 2.1(a) to be exceeded (giving effect to such releases and any resulting reductions in the Global Borrowing Base and the US Borrowing Base)). (c) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of any Swap Agreements or Cash Management Obligations Agreements, to the extent no default or termination event shall have occurred and be continuing thereunder) shall have been paid in full and (ii) full, the Commitments have been terminated or (B) any item and no Letters of Collateral (includingCredit shall be outstanding, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0111.1) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations any Guarantor (i) if such Person becomes an Excluded Subsidiary or ceases to the extent necessary be a Subsidiary as a result of a transaction or designation permitted hereunder or in accordance with Section 10.9; provided that, no such release shall occur if such Guarantor continues to permit consummation be a guarantor in respect of any transaction not prohibited by Permitted Incremental Equivalent Debt, Permitted Other Debt or any Credit Document Agreement Refinancing Debt, (ii) with (A) in connection with the sale of such Collateral, in each case, to a Person or Persons, none of which is the Borrower or a Guarantor, in compliance with the terms and provisions of the Loan Documents or (B) a transaction that has been consented to in accordance with Section 13.01 11.1 or (iiiii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans Loans, the LC Disbursements and the other Secured Obligations (other than Unasserted Contingent Obligationsobligations under or in respect of Specified Swap Agreements as to which arrangements satisfactory to the Specified Swap Provider have been made, Secured Obligations under Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Cash Management Bank have been made and contingent indemnification obligations for which no claim has been made) shall have been paid in full and (ii) full, the Commitments have been terminated or (B) any item and no Letters of Collateral (includingCredit shall be outstanding, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released automatically from the Liens and security interests created by the Security Documents, and the Security Loan Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Loan Party under the Security Loan Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon No Cash Management Bank or Specified Swap Provider in its respective capacity as such shall have any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under this Agreement. By accepting the benefits of the Collateral, each Cash Management Bank and Specified Swap Provider agrees that the Administrative Agents and Collateral Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Specified Swap Agreements and Secured Cash Management Agreements, unless such Administrative Agent or Collateral Agent, as applicable, has received written notice of such Secured Obligations, together with such supporting documentation as such Administrative Agent or Collateral Agent, as applicable, may request by from the applicable Cash Management Bank or Specified Swap Provider. (d) By accepting the benefits of the Collateral, each Cash Management Bank and Specified Swap Provider (i) appoints the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release as its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to agent under the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Loan Documents and this Section 13.19(ii) agrees to be bound by the provisions of Sections 11.5, 11.11, 11.12 and 11.14 as if it were a Lender.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party, for itself and behalf of each of its Affiliates that may hereafter become a Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.0110.1) to take, and shall take, take any action requested by the Borrower (including, without limitation, authorizing and instructing the Collateral Trustee to take such action) having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) (x) with respect to Collateral, to the extent necessary sold or otherwise disposed of in a transaction permitted pursuant to permit consummation Section 7.5 to a Person other than a Loan Party and (y) with respect to guarantee obligations, to the extent the applicable Guarantor ceases to be a Subsidiary of any the Borrower as a result of a transaction not prohibited by any Credit Document or that has been consented to permitted under and in accordance with Section 13.01 the Loan Documents or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of Hedge Agreements) shall have been paid in full and (ii) full, the Revolving Commitments have been terminated terminated, no Letters of Credit shall be outstanding or (B) any item outstanding Letters of Collateral (includingCredit shall have been cash collateralized or otherwise secured by a collateral arrangement reasonably satisfactory to the Issuing Lender or backstopped by another letter of credit reasonably satisfactory to the Issuing Lender, without limitationand each Specified Hedge Agreement and Specified Cash Management Agreement of any Qualified Counterparty at such time shall have been paid in full or secured by a collateral arrangement satisfactory to such Qualified Counterparty as determined in its sole discretion, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request ; provided that, upon written request, and at the expense of, the Borrower, the Administrative Agent shall take any action reasonably requested by the Collateral Agent at any timeBorrower (including, the Required Lenders will confirm in writing without limitation, authorizing and instructing the Collateral Agent’s authority Trustee to release its interest in particular types or items take such action) having the effect of property, or to release releasing any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19Guarantees.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.0110.1) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document (including, without limitation, (w) the release of any Subsidiary Guarantor from its obligations under the Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (x) the release of any Subsidiary Guarantor from its obligations under the Loan Documents if, prior to the Discharge of First Lien Obligations, such Person ceases to guarantee the obligations under the First Lien Loan Documents, (y) the release from the Collateral of any assets disposed to a Person other than a Loan Party in accordance with this Agreement and (z) the release from the Collateral of any assets of any Person that ceases to be a Subsidiary Guarantor in accordance with this Agreement ) or that has been consented to in accordance with Section 13.01 10.1; provided that no such release shall occur if (x) such Subsidiary Guarantor continues to be a guarantor in respect of any Junior Financing or (y) such Collateral continues to secure any Junior Financing or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Term Loans and the other Obligations (other than Unasserted Contingent Obligations) Obligations shall have been paid in full or Cash Collateralized and (ii) the Commitments have been terminated or (B) any item of Collateral (includingterminated, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Collateral Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any . At such time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to)shall take such actions as are reasonably necessary, at the cost of the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the effect each release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, described in each case this Section 10.14 in accordance with the terms relevant provisions of the Credit Documents and this Section 13.19Security Documents.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.0114.01) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 14.01 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full (or Cash Collateralized in a manner satisfactory to the Collateral Agent) and (ii) the Commitments have been terminated or (B) any item of Collateral (includingterminated, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Party the Borrower under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations guarantee obligations pursuant to this Section 13.1914.20. In each case as specified in this Section 13.1914.20, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party Borrower such documents as such Credit Party the Borrower may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation guarantee obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.1914.20.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0111.1) to take, and the Administrative Agent and the Collateral Agent shall take, any action requested by the Borrower a Group Member having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 11.1 or Section 6.9, or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of Specified Hedge Agreements) shall have been paid in full and (ii) full, the Commitments have been terminated or (B) any item and no Letters of Collateral (includingCredit shall be outstanding, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests securing the Obligations created by the Security Documents, Collateral Documents and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Group Members and the Administrative Agent (or the Collateral Agent and each Credit Party on its behalf) under the Security Loan Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) The covenants hereunder shall apply to the Group Members and not apply or restrict any Subsidiary of any Group Member that is not a Group Member. (d) Upon request the removal of a Subsidiary as an AREH Subsidiary Guarantor in accordance with Section 6.9(e) or a Disposition of Property by any AREH Subsidiary Guarantor not prohibited by Section 7.5, the applicable Collateral shall be released from the Liens securing the Obligations created by the Collateral Agent at any timeDocuments and all Obligations (other than those expressly stated to survive such termination) of the former AREH Subsidiary Guarantor or AREH Subsidiary Guarantor, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of propertyas applicable, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security DocumentsLoan Documents shall terminate, in each case in accordance with the terms all without delivery of the Credit Documents and this Section 13.19any instrument or performance of any act by any Person.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Lender and other Secured Party Parties (without requirement of notice to or consent of any Lender or other Secured Party except as expressly required by Section 13.0111.1) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 11.1 or (ii) under the circumstances described in paragraph (b) belowSection 11.14(b). (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationscontingent surviving indemnity obligations in respect of which no claim or demand has been made and obligations under or in respect of Hedge Agreements or Specified Cash Management Arrangements) shall have been paid in full and (ii) full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit which have been Cash Collateralized or (B) any item of Collateral (includingas to which other arrangements satisfactory to the applicable Issuing Lender shall have been made), without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall automatically terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request . Additionally, the Administrative Agent shall deliver such other documentation reasonably requested by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request Borrower to evidence the release termination of this Agreement and the other Loan Documents and/or the termination of the Liens on the Collateral, in favor of the Administrative Agent for the benefit of the Secured Parties, all in form reasonably satisfactory to the Administrative Agent and the Borrower. Any such documentation shall be made without recourse, representation or warranty. The Borrower shall pay all costs and expenses (including, but not limited to, reasonable attorney’s fees), that the Administrative Agent incurs in preparing and delivering the foregoing documents (or reviewing forms of such item of Collateral documents prepared by the Borrower or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19its counsel).

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit DocumentLoan Document or the Brazilian Intercreditor Agreement, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender and each Issuing Lender (without requirement of notice to or consent of any Secured Party Lender or any Issuing Lender except as expressly required by in Section 13.0110.1) to take, and shall takethe Administrative Agent hereby agrees to take promptly, any action requested by the Borrower Company having the effect of releasing releasing, or evidencing the release of, any Collateral or any obligations under the Guarantee Obligations (including, in the case of the Collateral, by instructing the Collateral Trustee to do so) (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 10.1 or (ii) under the circumstances described in paragraph (b) below.this Section 10.15. For the avoidance of doubt any such action shall include directing the Collateral Trustee to take action under the Collateral Trust Agreement. 509265-1725-11432-13209999 (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the interest and fees owing hereunder and under any other Obligations (other than Unasserted Contingent Obligations) Loan Document shall have been paid in full and (ii) full, the Commitments have been terminated and no Letters of Credit shall be outstanding (or such Letters of Credit are Collateralized), (Bi) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject the Obligations shall cease to a Disposition permitted be “Secured Obligations” under this Agreement, such Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect and the Administrative Agent shall provide notice to the happening Collateral Trustee thereof in accordance with Section 6.1 of the event described in clauses (A)(i) Collateral Trust Agreement and (ii), ) all obligations (other than those as expressly stated to survive such terminationprovided therein) of the Collateral Agent and each Credit Party Guarantor under the Security Documents Guarantee shall terminate, all without delivery of any instrument or performance of any act by any Personperson. (c) Upon At any time after the satisfaction of the Collateral Release Condition, upon request by the Collateral Agent Company (which may be made at any timetime following such satisfaction) (i) all of the security interests, mortgages, or other Liens in or on the Collateral shall terminate and (ii) all obligations of each Subsidiary Guarantor under the Guarantee shall be released (the date on which such release occurs, the Required Lenders will confirm “Collateral Release Date”); provided, however, that any Liens and any guarantees with respect to other Covered Debt and Permitted Second Lien Debt are contemporaneously released. For the avoidance of doubt, all guarantees of the Indebtedness hereunder provided by the Parent and the Company and the provisions of Section 7.4(b) shall remain in writing full force and effect notwithstanding such release. (d) Immediately upon the Collateral Agent’s authority occurrence of any Guarantee Release Date, all obligations (other than as expressly provided therein) of each Subsidiary Guarantor under the Guarantee shall terminate, all without delivery of any instrument or performance of any act by any person. In connection with any such termination, the Administrative Agent and the Brazilian Administrative Agent are hereby irrevocably authorized by each Lender and each Issuing Lender (without requirement of notice to release its interest in particular types or items consent of propertyany Lender or any Issuing Lender except as expressly required by Section 10.1) to take, and the Administrative Agent and the Brazilian Administrative Agent hereby agree to take, promptly, any action reasonably requested by the Company having the effect of releasing, or to evidencing the release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19of, the obligations of each Subsidiary Guarantor under the Guarantee. (i) All security interests, mortgages or other Liens granted by a Subsidiary Guarantor in any Collateral, any related guarantees from such Subsidiary Guarantor (including any obligations of such Subsidiary Guarantor under the Guarantee), and all security interests, mortgages or other Liens on the Capital Stock of such Subsidiary Guarantor, will be automatically released if such Subsidiary Guarantor ceases for any reason not otherwise prohibited by the Loan Documents to be a Subsidiary Guarantor and (ii) all security interests, mortgages or other Liens granted by the Company or a Subsidiary Guarantor in any Collateral Agent will be automatically released upon the request of the Company in connection with, and not later than two Business Days prior to the consummation of, any permitted sale or other disposition of such Collateral (including in connection with the grant of a specified consensual Permitted Lien, other than in respect of any other Covered Debt and any Permitted Second Lien Debt). (f) In addition, so long as no Event of Default shall have occurred and be continuing, all security interests, mortgages, or other Liens granted by the Company or a Subsidiary Guarantor in or on all company cars and receivables (and each Lender irrevocably authorizes the other Collateral Agent to)evidencing, at the Borrower’s expensesecuring, execute or relating to such company cars or receivables including Supporting Obligations and deliver to the applicable Letter-of-Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security DocumentsRights, in each case as such terms are defined in accordance with the UCC) of the Company or such Subsidiary Guarantor which are contemplated for use (i) in one or more securitization transactions having customary bankruptcy remote limited recourse provisions or (ii) as collateral security for one or more financing transactions or letter of credit transactions, in each case, not prohibited by the Loan Documents, shall, in each case, be released upon the request of the Company. (g) Notwithstanding anything to the contrary contained herein, it is understood and agreed that the provisions of this Section 10.15 relating to the Collateral only require the Administrative Agent to notify the Collateral Trustee that the release of the referenced Collateral is permitted, authorized, or not prohibited hereunder. The Company acknowledges that the Collateral is held by the Collateral Trustee and that the release thereof is governed by the terms of the Credit Documents and this Section 13.19.Collateral Trust Agreement. 100 509265-1725-11432-13209999

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Transaction Document, the Collateral Agent DOE is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.01) to take, and shall takeDOE hereby agrees to take promptly, any action requested by the Borrower having the effect of releasing releasing, or evidencing the release of, any Collateral or Guarantee Obligations (including by instructing any Collateral Trustee to do so) (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Transaction Document or that has been consented to in accordance with Section 13.01 Sections 12.1 (Amendments, Etc.) or 12.2 (Delay and Waiver) or (ii) under the circumstances described in paragraph (b) below. For the avoidance of doubt any such action shall include directing the ATVM Collateral Trustee to take action under the ATVM Collateral Trust Agreement. (b) At such time as (the Advances under Note A) (i) , the Loans Note A Reimbursement Obligations and interest and fees owing hereunder and under the other Obligations (other than Unasserted Contingent Obligations) Funding Agreements in respect of Note A shall have been paid in full full, the Note A Obligations shall cease to be “Secured Obligations” under the Existing Collateral Trust Agreement and (ii) the Commitments have been terminated or (B) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such Collateral DOE shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect provide notice to the happening of the event described Existing Collateral Trustee thereof in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such terminationaccordance with Section 6.12(a)(A) of the Existing Collateral Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonTrust Agreement. (c) Upon request At such time as the Advances under Note B, the Note B Reimbursement Obligations and interest and fees owing hereunder and under the Funding Agreements in respect of Note B shall have been paid in full, the Note B Obligations shall cease to be “Secured Obligations” under the ATVM Collateral Trust Agreement and DOE shall provide notice to the ATVM Collateral Trustee thereof in accordance with Section 6.11(a) of the ATVM Collateral Trust Agreement. (d) The Existing Collateral shall be released automatically on the first date (the “Existing Collateral Release Date”) on which each of the following has occurred: (i) the Index Debt has at least two of the following three ratings: at least Baa3 by Xxxxx’x, at least BBB− by Fitch and/or at least BBB− by S&P, (ii) DOE shall have received a certificate, in substantially the form attached hereto as Exhibit K-1, of a Responsible Officer certifying that such condition has been satisfied (an “Existing Collateral Agent Release Notice”), which certificate shall be delivered to DOE by an Acceptable Delivery Method, and (iii) the security interest in favor of the First Priority Secured Parties (as defined in the Existing Collateral Trust Agreement) is released concurrently therewith; provided, however, that if at any timetime thereafter after the Existing Credit Agreement is refinanced, replaced or terminated, the Required Lenders will confirm Borrower grants a security interest (other than Specified Liens) on any assets that would otherwise have constituted Existing Collateral to secure obligations under any Replacement Credit Agreement, the quarterly installments of principal that would have been due with respect to each Note on March 15, 2022 and June 15, 2022 shall, at the election of DOE in writing its sole discretion, become due and payable on the next Quarterly Payment Date for each such Note following the grant of such security interest. Within three Business Days following the receipt of an Existing Collateral Agent’s authority Release Notice, DOE shall deliver to release its interest in particular types or items of property, or to release any Guarantee Obligations the Existing Collateral Trustee the notice required pursuant to this Section 13.19. In each case as specified in this Section 13.196.12(a)(B) of the Existing Collateral Trust Agreement. (e) If any Guarantor no longer guarantees the Existing Credit Agreement or any Replacement Credit Agreement, that Guarantor automatically shall be deemed to have been released from the Collateral Agent will (Guarantee and each Lender irrevocably authorizes the Collateral Agent to)Party shall, at the Borrower’s expenserequest of the Borrower or such Guarantor, promptly execute and deliver to the applicable Credit Party such documents as shall reasonably evidence such Credit Party may reasonably request release. (f) Upon repayment of any Advance or Advances pursuant to evidence Sections 3.6(c)(ii) (Mandatory Prepayment) or 3.6(c)(iii), the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under over the Security Documents, in each case in accordance ATVM Collateral acquired or Developed with the terms proceeds of the Credit Documents portion of any Advance or Advances repaid by the Borrower shall be released upon delivery to DOE, by an Acceptable Delivery Method, and this Section 13.19to the ATVM Collateral Trustee of an ATVM Collateral Release Certificate, substantially in the form of Exhibit K-2 hereto, together with, if such repayment occurs after the Final Asset Identification Date (as defined in the ATVM Collateral Security Agreement), an updated Asset Register Uniquely Identifying the remaining ATVM Collateral.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i1) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 10.1 or (ii2) under the circumstances described in paragraph (bSection 10.16(b) below. (b) At such time as (A) (i) the Loans and the other Obligations under the Loan Documents (other than Unasserted Contingent Obligationsinchoate indemnity obligations, obligations under Cash Management Agreements not constituting liabilities for credit extended and obligations under or in respect of Specified Swap Agreements, to the extent no default or termination event shall have occurred thereunder and to the extent such Cash Management Agreements or such Specified Swap Agreements are Cash Collateralized as set forth herein) shall have been paid in full and (ii) full, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or (B) any item such Letters of Credit shall have been Cash Collateralized as provide herein), the Collateral (includingother than any cash collateral securing any Specified Swap Agreements, without limitation, as a result any Cash Management Services or outstanding Letters of a Disposition of a Subsidiary that owns CollateralCredit) is subject to a Disposition permitted under this Agreement, such Collateral shall automatically be released from the Liens and security interests created by the Security DocumentsDocuments and Cash Management Agreements (other than any Cash Management Agreements used to cash collateralize any Obligations arising in connection with Cash Management Agreements), and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents and Cash Management Agreements (other than any Cash Management Agreements used to cash collateralize any Obligations arising in connection with Cash Management Agreements) shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.0111.1) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document (including, without limitation, the release of any Guarantor from its obligations if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder) or that has been consented to in accordance with Section 13.01 11.1; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Permitted Unsecured Debt, Permitted Unsecured Refinancing Debt or any Subordinated Indebtedness or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full or Cash Collateralized and (ii) the Commitments have been terminated and no Letters of Credit shall be outstanding (or (B) any item shall have been Cash Collateralized or backstopped to the reasonable satisfaction of Collateral (includingthe Issuing Bank), without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Collateral Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any . At such time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to)shall take such actions as are reasonably necessary, at the cost of the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the effect each release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, described in each case this Section 11.14 in accordance with the terms relevant provisions of the Credit Documents and this Section 13.19Security Documents.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.019.1) to take, and shall take, take any action requested by the Borrower Company having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 9.1 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of any Currency Agreement or Interest Rate Agreement and contingent reimbursement and indemnification obligations not yet accrued and payable) shall have been paid in full and (ii) full, the Commitments have been terminated or (B) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request The Lenders irrevocably agree: (i) that any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document shall be automatically released (x) at any time, the Required Lenders will confirm in writing time the Collateral Agent’s authority property subject to release its interest in particular types or items of property, such Lien is transferred or to release be transferred as part of or in connection with any Guarantee Obligations pursuant transfer permitted hereunder or under any other Loan Document to this Section 13.19. In each case as specified in this Section 13.19any Person other than a Loan Party, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence y) if the release of such item Lien is approved, authorized or ratified in writing by the Required Lenders (or such greater number of Collateral Lenders as may be required pursuant to Section 9.1) or (z) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon release of such Subsidiary Guarantor from its obligations under its Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with Guarantee and Collateral Agreement pursuant to clause (iii) below; (ii) (x) to release or subordinate any Lien on any property granted to or held by the terms Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (ix) of the Credit Documents definition of Permitted Liens and this Section 13.19(y) that the Administrative Agent is authorized (but not required) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Permitted Lien on such property; and (iii) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guarantee and Collateral Agreement if such Person ceases to be a Subsidiary as a result of a transaction or designation permitted hereunder.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1) to take, and shall take, take any action requested by the Parent Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 10.1 or (ii) under the circumstances described in paragraph (b) below. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Parent Borrower having the effect of releasing any guarantee obligations with respect to any Subsidiary Guarantor that has become an Immaterial Subsidiary or an Excluded Foreign Subsidiary; provided that if such Subsidiary Guarantor is an Additional Borrower, then prior to or simultaneously with the release of the guarantee obligations of such Subsidiary, such Subsidiary’s status as a “Additional Borrower” shall be terminated in accordance with Section 10.21(b). (c) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of Specified Swap Agreements, Specified Cash Management Agreements and/or contingent indemnification obligations) shall have been paid in full and (ii) full, the Commitments have been terminated or and no Letters of Credit shall be outstanding (B) any item the date of Collateral (includingthe occurrence of the foregoing, without limitationthe “Termination Date”), as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1) to take, and shall takethe Administrative Agent hereby agrees to take promptly, any action requested by the Borrower Company having the effect of releasing releasing, or evidencing the release of, any Collateral or Guarantee Obligations (including by instructing the Collateral Trustee to do so) (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 10.1 or (ii) under the circumstances described in paragraph (b) below. For the avoidance of doubt any such action shall include directing the Collateral Trustee to take action under the Collateral Trust Agreement. (b) At such time as the Loans, the Reimbursement Obligations and interest and fees owing hereunder shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (Aor such Letters of Credit are Collateralized), the Obligations shall cease to be “Secured Obligations” under the Security Documents and the Administrative Agent shall provide notice to the Collateral Trustee thereof in accordance with Section 6.12(a)(A) of the Collateral Trust Agreement. (ic) The Collateral shall be released automatically on the first date (the “Collateral Release Date”) on which each of the following has occurred: (a) the Index Debt has at least two of the following three ratings: at least Baa3 by Xxxxx’x, at least BBB- by Fitch and/or at least BBB- by S&P, (b) the Term Loans and the other Obligations (other than Unasserted Contingent Obligationsincluding any Incremental Term Loans) shall have been paid in full and (iic) the Commitments Company has delivered to the Administrative Agent and the Collateral Trustee a certificate of a Responsible Officer certifying that such conditions have been terminated or (B) satisfied and stating that such certificate shall constitute a “Collateral Release Notice”; provided, however, that any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such Collateral shall automatically be released from the Liens guarantees and security interests created by the Security Documents, and the Security Documents and, liens with respect to other Covered Debt and Permitted Second Lien Debt are released concurrently therewith. Within three Business Days following the happening receipt of a Collateral Release Notice, the event described in clauses Administrative Agent shall deliver to the Collateral Trustee the notice required pursuant to Section 6.12(a) (A)(i) and (ii), all obligations (other than those expressly stated to survive such terminationB) of the Collateral Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonTrust Agreement. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Secured Party Lender and Issuing Bank (and each such Lender and Issuing Bank hereby expressly consents) (without requirement of notice to or consent of any Secured Party Lender or Issuing Bank except as expressly required by Section 13.01) to take9.1(a)), and shall takeeach of the Administrative Agent and the Collateral Agent hereby agrees with the Borrower, to take any action reasonably requested by the Borrower having to effect the effect release of releasing any Collateral or Guarantee Obligations Guarantor from its guarantee obligations (i) during a Guarantee and Collateral Suspension Period, (ii) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 9.1(a) including, in each case and without limitation, any sale, transfer or other disposition of any Collateral or Guarantor (other than to the Borrower or another Guarantor), including as a result of any investments of Collateral in non-Guarantor Subsidiaries to the extent not prohibited by the Loan Documents, (iii) to the extent any such release is permitted at such time pursuant to the Guarantee and Collateral Agreement (including in connection with the grant of a Permitted Prior Lien (as defined in the Guarantee and Collateral Agreement) or (iiiv) under the circumstances described in paragraph paragraphs (b) belowor (c) below (and, upon the consummation of any such transaction in preceding clause (ii), (iii) or (iv), such Collateral shall be transferred free and clear of all Liens under the Security Documents and/or such Guarantor shall be released from its obligations under the Guarantee and Collateral Agreement). (b) At such time as (A) (i) the Commitments shall have been terminated and the Loans and the other Obligations (other than Unasserted Contingent Obligations) obligations under the Loan Documents shall have been paid in full and (ii) full, the Commitments have been terminated or (B) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such Collateral shall automatically be released from the Liens and security interests created by the Security DocumentsDocuments with respect to the Loans, and the Security Documents and, and all obligations with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations Loans (other than those expressly stated to survive such termination) of the Administrative Agent, the Collateral Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Lenders and Issuing Banks hereby agree, and each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Lender and Issuing Bank (without requirement of notice to or consent of any Lender or Issuing Bank) to take any action required by the Borrower having the effect of releasing a Guarantor from its guarantee obligations hereunder and as a Grantor under the Security Documents if (i) all or substantially all of the assets of such Guarantor have been sold or otherwise disposed of (including by way of merger or consolidation) to a Person that is not a Borrower or a Guarantor or (ii) such Guarantor has been liquidated or dissolved. (d) In connection with any release of Collateral of the type described above in clause (a) or (c) or any other transaction involving Collateral which transaction is not prohibited by the Loan Documents, notwithstanding anything to the contrary contained herein or in any other Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Lender and Issuing Bank (and each such Lender and Issuing Bank hereby expressly consents) (without requirement of notice to or consent of any Lender or Issuing except as expressly required by Section 9.1(a)) to take any action with respect to the Collateral requested by the Borrower to the extent necessary to evidence such release or other transaction, including without limitation, directing the Collateral Agent to execute agreements (including, without limitation, with third parties) with respect to any Collateral, upon the delivery to the Administrative Agent and Collateral Agent of a certificate signed by an officer of the Borrower stating that such action and the release of the Collateral or other transaction, as applicable, is permitted by each Security Document. (e) The Guarantee of the Obligations by any Guarantor will terminate upon: (1) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor such that such Guarantor is no longer a Restricted Subsidiary of the Borrower; (2) designation of such Guarantor as an Excluded Subsidiary pursuant to Section 5.9; (3) if such Guarantor was not required to Guarantee the Obligations pursuant to Section 5.6 but did so at its option, the request by such Guarantor of release at any time; provided that after giving effect to such release the Borrower would be in compliance with the covenants set forth in Sections 5.6 and 6.1; and (4) upon the occurrence of a Guarantee and Collateral Suspension Period, subject to reinstatement pursuant to Section 9.14(f). The Administrative Agent will execute any documents reasonably required in order to evidence the Required Lenders will confirm release of any Guarantor from its obligations under its Guarantee pursuant to the foregoing. (f) Notwithstanding anything to the contrary contained in writing this Agreement or any Loan Document, on or following a Guarantee and Collateral Suspension Date, (a) the Borrower shall be entitled to request by written notice to the Administrative Agent and Collateral Agent the release of any or all of the Liens granted on the Collateral Agent’s authority to and the release its interest in particular types of any or items all of property, or to release the Guarantors from their obligations under any Guarantee of the Obligations, (b) the Lenders hereby irrevocably agree such Liens shall automatically be released and any Guarantee of the Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, shall automatically be discharged and released without any further action by any Person (and the Administrative Agent and Collateral Agent will shall (and each Lender irrevocably authorizes are authorized by the Collateral Agent Lenders to), at the expense of the Borrower’s expense, execute take all steps reasonably requested by the Borrower to promptly evidence or confirm any such release) and deliver (c) the Unsecured Covenant Period shall become effective. (g) Notwithstanding anything to the applicable Credit Party such documents as such Credit Party may reasonably request contrary contained herein or in any other Loan Document, the Lenders and Issuing Banks hereby agree, and each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Lender and Issuing Bank (without requirement of notice to evidence or consent of any Lender or Issuing Bank) to amend any Security Document, enter into any new Security Document and make filings related thereto in connection with any Secured Covenant Reinstatement Event. (h) If, after any Guarantee and Collateral Suspension Date, a Secured Covenant Reinstatement Event occurs, the release of such item of Guarantee and Collateral or Guarantee Obligation from the assignment Suspension Period shall terminate and security interest granted under all Collateral and the Security Documents, in each case in accordance with the terms and all Liens granted or purported to be granted therein, and all guaranties of the Credit Documents Guarantors of the Obligations, shall be reinstated on the same terms as of the applicable Collateral Reinstatement Date, and the Loan Parties shall, at their sole cost and expense, take all actions and execute and deliver all documents including the delivery of new guaranty and pledge and security documents, UCC-1 financing statements and stock certificates accompanied by stock powers reasonably requested by the Administrative Agent or Collateral Agent as necessary to create and perfect the Liens of the Collateral Agent in such Collateral, in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent, within 90 days of such Secured Covenant Reinstatement Event (or such longer period as the Administrative Agent may agree in its sole discretion) (the first date on which a new pledge and or security document is required to be delivered pursuant to the foregoing, the “Collateral Reinstatement Date”). Upon the occurrence of a Secured Covenant Reinstatement Event, a Secured Covenants Period shall be in effect until such time as a subsequent Guarantee and Collateral Suspension Date shall occur. Notwithstanding anything to the contrary contained in this Agreement or any Loan Document, no action taken or omitted to be taken by the Borrower or any of its Restricted Subsidiaries during a Unsecured Covenants Period shall give rise to a Default or Event of Default on or after a Secured Covenant Reinstatement Event so long as such action or omission was permitted during such Unsecured Covenants Period. (i) For purposes of this Agreement, (i) the period of time between a Guarantee and Collateral Suspension Date and the subsequent Collateral Reinstatement Date is referred to as the “Guarantee and Collateral Suspension Period,” (ii) any period of time prior to the first Guarantee and Collateral Suspension Date, or following the first Guarantee and Collateral Suspension Date and after a Collateral Reinstatement Date but prior to the subsequent Guarantee and Collateral Suspension Date, is referred to as a “Guarantee and Collateral Period”, (iii) the period of time between a Guarantee and Collateral Suspension Date and the date of the subsequent Secured Covenant Reinstatement Event, is referred to as the “Unsecured Covenants Period” and (iv) any period of time prior to the first Guarantee and Collateral Suspension Date, or following the first Guarantee and Collateral Suspension Date and after a Secured Covenant Reinstatement Event but prior to the subsequent Guarantee and Collateral Suspension Date, is referred to as the “Secured Covenants Period”. (j) During any Guarantee and Collateral Suspension Period, any representation, warranty or covenant contained in any Loan Document relating to any Collateral or Guarantor released pursuant to this Section 13.199.14 shall no longer be deemed to be repeated with respect to such released Collateral or released Guarantor.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.01) to take, and shall take, any action requested by the Administrative Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) if any Collateral becomes or is deemed to be Excluded Property, (ii) to the extent necessary to permit consummation of any transaction not prohibited permitted by any Credit Document or that has been consented to in accordance with Section 13.01 or (iiiii) under the circumstances described in paragraph (b) below. (bi) At Upon the Termination Date or (ii) at such time as (A) (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses clause (A)(ib)(i) and (ii), of this Section 13.19 all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations guarantee obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation guarantee obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.019.02 or 9.02A) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral under the Security Agreement or Guarantee Obligations obligations under the Subsidiary Guarantee (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 9.02 or 9.02A or (ii) under the circumstances described in paragraph (b) below. (b) On any date on or after the Restatement Effective Date on which the Consolidated Leverage Ratio for each of the four fiscal quarter periods of the Borrower ending as of the dates of the two most recently completed fiscal quarters of the Borrower is less than 2.00 to 1.00, the Borrower may, by written notice to the Administrative Agent (which notice shall attach a certificate of a Financial Officer, in form and substance reasonably acceptable to the Administrative Agent, setting forth in reasonable detail the calculations necessary to demonstrate the Borrower’s satisfaction of the condition set forth above), request that all Collateral (other than Equity Interests constituting Collateral and the proceeds thereof) be released from the Liens created by the Security Agreement, and upon the Administrative Agent’s acceptance of such written request, all such Collateral shall be released from the Liens created by the Security Agreement, all without delivery of any instrument or performance of any act by any Person. The ratio set forth in this paragraph (b) may not be increased without the prior written consent of all Lenders under the New Term Facilities and all New Revolving Lenders. (c) At such time as (A) (i) the Loans and the other Obligations (other than Unasserted Contingent ObligationsObligations under or in respect of Specified Swap Agreements) shall have been paid in full and (ii) the Commitments have been terminated or terminated, (Bi) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security DocumentsAgreement, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) Agreement and (ii), all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party under the Security Agreement shall terminate and (ii) the LMC Collateral shall be released from the Liens created by the LMC Pledge Agreement, and the LMC Pledge Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Credit Party under the Security Documents LMC Pledge Agreement shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.0111.01) to take, and shall take, take any action requested by the Borrower having the effect of releasing or subordinating its Liens in any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 or 11.01, (ii) under the circumstances described in paragraph (b) below, (iii) in the case of any Indebtedness or other obligation permitted by the terms hereof to be secured on a senior basis to the Liens securing the Obligations, subordinate the Liens securing the Obligations to the Liens securing such other Indebtedness or other obligation or (iv) to the extent a Subsidiary is no longer required to be a Guarantor. (b) At such time as (A) (i) the Loans and the other Obligations under the Loan Documents (other than Unasserted Contingent Obligationscontingent indemnification obligations, obligations under or in respect of Specified Cash Management Obligations or Letters of Credit that have been cash collateralized on terms and conditions reasonably satisfactory to the Issuing Lender) shall have been paid in full and (ii) full, the Revolving Commitments have been terminated or (B) any item and no Letters of Collateral (includingCredit shall be outstanding, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall promptly terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1) to take, and shall take, take any action requested by the Borrower Parent having the effect of releasing any Collateral or Guarantee Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 or 10.1, (ii) under the circumstances described in paragraph (b) belowbelow or (iii) as contemplated by Section 7.15 of the Guarantee and Collateral Agreement. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations under the Loan Documents (other than Unasserted Contingent ObligationsObligations under or in respect of Specified Swap Agreements, Specified Cash Management Agreements or unasserted indemnification, tax gross-up, expense reimbursements or yield protection obligations, in each case for which no claim has been made) shall have been paid in full and (ii) full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than any outstanding Letters of Credit that have been cash collateralized or (B) any item back-stopped by a letter of Collateral (includingcredit or otherwise in a manner reasonably satisfactory to the applicable Issuing Lender), without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those contingent obligations expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guarantee Obligations and Collateral Agreement, pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.1910.14.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 10.1 or (ii) under the circumstances described in paragraph (b) below. (bx) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligationsobligations under or in respect of Specified Swap Agreements or Specified Cash Management Agreements) shall have been paid in full and (ii) full, the Commitments have been terminated or (B) any item and no Letters of Collateral (includingCredit shall be outstanding, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (cxi) Upon After the satisfaction of the Collateral Release Conditions, upon request by the Collateral Agent Borrower (which may be made at any timetime following such satisfaction so long as the Collateral Release Conditions continue to be satisfied) all of (i) the security interests, mortgages, or other Liens in or on the Collateral shall be released, (ii) the Guarantee Obligations’ of each Guarantor under the Guarantee Agreement shall be released and (iii) the Borrower shall have no further obligations under Sections 6.10(a), (c), (d) or (e) (the date on which such releases occur, the Required Lenders will confirm in writing “Collateral Release Date”); provided, however, that (i) (x) any Liens on the Collateral Agent’s authority securing the 5.00% Secured Senior Notes, the Secured Senior Notes and any other Indebtedness for borrowed money in excess of $50,000,000 shall be released contemporaneously and (y) any guarantees with respect to release the 5.00% Secured Senior Notes, the Secured Senior Notes and any other Indebtedness for borrowed money in excess of $50,000,000 shall be released contemporaneously. In the event that after the Collateral Release Date, either (i) S&P or Xxxxx’x shall change its senior unsecured debt rating with the result that the Collateral Release Conditions described in clause (1) of the definition thereof are not satisfied or (ii) unless otherwise agreed by the Administrative Agent and the Required Lenders, an Event of Default shall occur and be continuing, the Borrower shall within 30 calendar days (or such later date as the Administrative Agent may agree) (i) secure the Obligations by a validly created and perfected first-priority security interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes that, but for the occurrence of the Collateral Agent to)Release Date, would have been required to be granted at the date in question, (ii) guarantee the Obligations to the same extent that, but for the occurrence of the Collateral Release Date, would have been required to be guaranteed at the date in question and (iii) the Borrower’s expenseobligations under Sections 6.10(a), execute (c), (d) and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19(e) shall be reinstated.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit DocumentLoan Document or the Brazilian Intercreditor Agreement, the Collateral Administrative Agent is hereby irrevocably 509265-1725-14038-Active.16338633 authorized by each Secured Party Lender, each Ancillary Lender and each Issuing Lender (without requirement of notice to or consent of any Secured Party Lender, any Ancillary Lender or any Issuing Lender except as expressly required by in Section 13.0110.1) to take, and shall takethe Administrative Agent hereby agrees to take promptly, any action requested by the Borrower Company having the effect of releasing releasing, or evidencing the release of, any Collateral collateral or any obligations under the Guarantee Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 10.1 or (ii) under the circumstances described in paragraph (b) belowthis Section 10.15. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations, Ancillary Facility Outstandings and the interest and fees owing hereunder and under any other Obligations (other than Unasserted Contingent Obligations) Loan Document and any Ancillary Facility Document shall have been paid in full full, the Commitments and (ii) the Ancillary Commitments have been terminated or (B) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such Collateral shall automatically be released from the Liens and security interests created unless otherwise agreed by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(irelevant Ancillary Lender) and no Letters of Credit shall be outstanding (iior such Letters of Credit are Collateralized), all obligations (other than those as expressly stated to survive such terminationprovided therein) of the Collateral Agent and each Credit Party Guarantor under the Security Documents Guarantee shall terminate, all without delivery of any instrument or performance of any act by any Personperson; provided, however, that amounts under any Ancillary Facility Documents may remain outstanding and the Commitments thereunder may remain available with the consent of the applicable Ancillary Lender if cash collateral arrangements are made or other arrangements are made to the reasonable satisfaction of the applicable Ancillary Lender (which may take the form of an agreement for the relevant facilities to continue on a bilateral basis and not under the Loan Documents after such date) so long as, in each case, the Administrative Agent is reasonably satisfied that (x) such Ancillary Facility shall continue on a bilateral basis and the Lenders other than such Ancillary Lender shall have no obligations with respect to such Ancillary Facility or the relevant Ancillary Outstandings, (y) the Ancillary Outstandings in respect of such Ancillary Facility shall not constitute “Guaranteed Obligations” (as defined in the Guarantee) and (z) the Administrative Agent shall have no further obligations with respect to such Ancillary Facility or the related Ancillary Outstandings. (c) Upon request [reserved]. (d) Immediately upon the occurrence of any Guarantee Release Date, all obligations (other than as expressly provided herein) of each Subsidiary Guarantor under the Guarantee shall terminate, all without delivery of any instrument or performance of any act by any person. In connection with any such termination, the Administrative Agent and the Brazilian Administrative Agent are hereby irrevocably authorized by each Lender and each Issuing Lender (without requirement of notice to or consent of any Lender or any Issuing Lender except as expressly required by Section 10.1) to take, and the Administrative Agent and the Brazilian Administrative Agent hereby agree to take, promptly, any action reasonably requested by the Collateral Agent at any timeCompany having the effect of releasing, or evidencing the release of, the Required Lenders will confirm in writing obligations of each Subsidiary Guarantor under the Collateral Agent’s authority to release its interest in particular types or items Guarantee. (e) Any guarantees of property, or to release the Obligations from a Subsidiary Guarantor (including any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release obligations of such item of Collateral or Guarantee Obligation from the assignment and security interest granted Subsidiary Guarantor under the Security Documents, in each case in accordance with Guarantee) will be automatically released if such Subsidiary Guarantor ceases for any reason not otherwise prohibited by the terms of the Credit Loan Documents and this Section 13.19to be a Subsidiary Guarantor. (f) [reserved]. (g) [reserved].

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.019.1) to take, and shall take, take any action requested by the Borrower Company having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 9.1 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans and the other obligations under the Loan Documents shall have been paid in full in cash and the Commitments have been terminated, the Collateral shall cease to secure the Obligations and, if at such time the Other Loans and the other obligations under the Loan Documents (other than Unasserted Contingent Obligationsas defined in the Other Credit Agreement) shall have been paid in full in cash and (ii) the Other Commitments have been terminated or (B) any item of Collateral (includingterminated, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Collateral Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon At any such time as a Material Subsidiary ceases to meet the requirements set forth in the definition of Material Subsidiary for two consecutive fiscal quarters of the Company, the Company may, by giving written notice to the Collateral Agent, request a release from the Lien created by the Security Documents of any Pledged Stock issued by such Material Subsidiary, and the Collateral Agent shall (provided that no Event of Default shall have occurred and be continuing) execute all documents reasonably requested by the Company to effect such release and return any certificates representing such Pledged Stock to the Company, without recourse, representation or warranty, provided that no such releases shall be effected less than (a) 30 days following the receipt by the Lenders pursuant to Section 5.1 of the financial statements for the second of such fiscal quarters or (b) 60 days following the receipt by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19written notice requesting such release described above.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.019.02 or 9.03) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral under the Pledge Agreement or LMC Collateral under the LMC Pledge Agreement or obligations under the Subsidiary Guarantee Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 9.02 or 9.03 or (ii) under the circumstances described in paragraph (b) below. (b) At such any time as (Aand from time to time) on or after the Closing Date during which (i) the Loans Consolidated Leverage Ratio for each of the four fiscal quarter periods of the Borrower ending as of the dates of the two most recently completed fiscal quarters of the Borrower is less than 1.50 to 1.00, and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full no Default has occurred and is continuing, or (ii) an Investment Grade Rating is applicable and no Default has occurred and is continuing, then in either case the Commitments have been terminated or Borrower, by written notice to the Administrative Agent (Bwhich notice shall, in the case of clause (i) any item of Collateral (including, without limitation, as above attach a result certificate of a Disposition Financial Officer, in form and substance reasonably acceptable to the Administrative Agent, setting forth in reasonable detail the calculations necessary to demonstrate the Borrower’s satisfaction of the condition set forth in clause (i) above), may request that all or a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such portion of the Collateral shall automatically be released from the Liens and security interests created by the Security DocumentsPledge Agreement and/or the LMC Collateral be released from the Liens created by the LMC Pledge Agreement, and upon the Security Documents and, with respect to Administrative Agent’s acceptance of such written request (which acceptance shall occur upon the happening of Administrative Agent’s verification that the event described applicable conditions set forth above in clauses (A)(i) and (iithis paragraph have been met), all obligations (other than those expressly stated to survive such termination) of Collateral and all such LMC Collateral shall be released from the Collateral Agent Liens created by the Pledge Agreement and each Credit Party under the Security Documents shall terminateLMC Pledge Agreement, all without delivery of any instrument or performance of any act by any Person; provided, however, that if, at the time such written notice is issued, any Pari Passu Indebtedness is outstanding at such time which would not qualify as Priority Indebtedness permitted to be outstanding at such time pursuant to Section 6.01(e) at such time, then such Collateral and such LMC Collateral shall not be released unless such Collateral and such LMC Collateral securing such Pari Passu Indebtedness is released simultaneously. (ci) If during the continuation of a Collateral Release (A) a Leverage Release Period (as defined below) terminates at any time when an Investment Grade Rating is not applicable or (B) a rating downgrade causes no Investment Grade Rating to exist at any time when no Leverage Release Period has occurred and is continuing, then in each case the Collateral Release shall cease until the conditions for a Collateral Release set forth in either clause (i) or (ii) of paragraph (b) above have again been met. Upon request by each such termination of a Collateral Release, the Borrower and the Restricted Subsidiaries holding Equity Interests in the Material Domestic Subsidiaries shall promptly enter into a new Pledge Agreement (to the extent previously terminated) and LMC and any Subsidiaries of LMC holding Equity Interests in the Borrower shall promptly enter into a new LMC Pledge Agreement (to the extent previously terminated) to replace the terminated Pledge Agreement and terminated LMC Pledge Agreement, and each shall deliver to the Collateral Agent at any timeall certificates, if any, representing the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations Equity Interests pledged pursuant to this such agreements, together with an undated stock power for each such certificate executed in blank. “Leverage Release Period” means a period commencing when the conditions for a Collateral Release set forth in Section 13.19. In each case as specified in this 9.15(b)(i) above have been met (regardless of whether a Collateral Release has already occurred under Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to9.15(b)(ii)), at the Borrower’s expense, execute and deliver terminating when financial statements are delivered to the applicable Credit Party such documents as such Credit Party may reasonably request Lenders pursuant to evidence Section 5.01 showing that the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in Consolidated Leverage Ratio for each case in accordance with the terms of the Credit Documents and this Section 13.19four fiscal quarter periods of the Borrower ending as of the dates of the two most recently completed fiscal quarters of the Borrower is greater than 3.50 to 1.00.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.019.02 or 9.03) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral under the Pledge Agreement or Parent Collateral under the Parent Pledge Agreement or obligations under the Subsidiary Guarantee Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 9.02 or 9.03 or (ii) under the circumstances described in paragraph (b) below. (b) At such any time as (Aand from time to time) on or after the Closing Date during which (i) the Loans Consolidated Leverage Ratio for each of the four fiscal quarter periods of the Borrower ending as of the dates of the two most recently completed fiscal quarters of the Borrower is less than 1.50 to 1.00, and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full no Default has occurred and is continuing, or (ii) an Investment Grade Rating is applicable and no Default has occurred and is continuing, then in either case the Commitments have been terminated or Borrower, by written notice to the Administrative Agent (Bwhich notice shall, in the case of clause (i) any item of Collateral (including, without limitation, as above attach a result certificate of a Disposition Financial Officer, in form and substance reasonably acceptable to the Administrative Agent, setting forth in reasonable detail the calculations necessary to demonstrate the Borrower’s satisfaction of the condition set forth in clause (i) above), may request that all or a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such portion of the Collateral shall automatically be released from the Liens and security interests created by the Security DocumentsPledge Agreement and/or the Parent Collateral be released from the Liens created by the Parent Pledge Agreement, and upon the Security Documents and, with respect to Administrative Agent’s acceptance of such written request (which acceptance shall occur upon the happening of Administrative Agent’s verification that the event described applicable conditions set forth above in clauses (A)(i) and (iithis paragraph have been met), all obligations (other than those expressly stated to survive such termination) of Collateral and all such Parent Collateral shall be released from the Collateral Agent Liens created by the Pledge Agreement and each Credit Party under the Security Documents shall terminateParent Pledge Agreement, all without delivery of any instrument or performance of any act by any Person; provided, however, that if, at the time such written notice is issued, any Pari Passu Indebtedness is outstanding at such time which would not qualify as Priority Indebtedness permitted to be outstanding at such time pursuant to Section 6.01(e) at such time, then such Collateral and such Parent Collateral shall not be released unless such Collateral and such Parent Collateral securing such Pari Passu Indebtedness is released simultaneously. (ci) Upon request by If during the continuation of a Collateral Agent Release (A) a Leverage Release Period (as defined below) terminates at any timetime when an Investment Grade Rating is not applicable or (B) a rating downgrade causes no Investment Grade Rating to exist at any time when no Leverage Release Period has occurred and is continuing, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, then in each case the Collateral Release shall cease until the conditions for a Collateral Release set forth in accordance with either clause (i) or (ii) of paragraph (b) above have again been met. Upon each such termination of a Collateral Release, the terms of Borrower and the Credit Documents and this Section 13.19.Restricted Subsidiaries holding

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.0110.1) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 or 10.1, (ii) under the circumstances described in paragraph (b) belowbelow or (iii) as contemplated by Section 7.15 of the Guarantee and Collateral Agreement. (b) At such time as (A) (i) the Loans Loans, the Reimbursement Obligations and the other Obligations under the Loan Documents (other than Unasserted Contingent ObligationsObligations under or in respect of Specified Swap Agreements, Specified Cash Management Agreements or unasserted indemnification, tax gross-up, expense reimbursements or yield protection obligations, in each case for which no claim has been made) shall have been paid in full and (ii) full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than any outstanding Letters of Credit that have been cash collateralized or (B) any item back-stopped by a letter of Collateral (includingcredit or otherwise in a manner reasonably satisfactory to the applicable Issuing Lender), without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those contingent obligations expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guarantee Obligations and Collateral Agreement, pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.1910.14.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Loan Document, the Collateral Administrative Agent is hereby irrevocably authorized by each Secured Party Lender (without requirement of notice to or consent of any Secured Party Lender except as expressly required by Section 13.019.1) to take, and shall take, take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Loan Document or that has been consented to in accordance with Section 13.01 9.1 or (ii) under the circumstances described in paragraph (b), (c) or (d) below. (b) At such time as the Borrower has an Investment Grade Rating, the Administrative Agent shall promptly release the Collateral upon the Borrower’s request. (Ac) (i) At such time as the Loans and the other Obligations obligations under the Loan Documents (other than Unasserted Contingent Obligations) obligations under or in respect of Swap Agreements shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (includingterminated, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Credit Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (cd) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items The obligations of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted Deephaven Capital Management LLC under the Security DocumentsGuarantee and Collateral Agreement shall be released upon the exercise under the Option Agreement dated as of December 21, in each case in accordance with the terms 2006 among Deephaven Managing Partners, LLC, Deephaven Capital Management, LLC, Knight Capital Group, Inc., KFP Holdings I LLC, Xxxxxxx Xxxx, Xxxxx Xxxxx and Xxxxxxxx Xxxxxxxxx of the Credit Documents and this Section 13.19Option and/or the Change of Control Option referred to therein.

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.01Party) to take, and shall take, take any action requested by the Borrower Borrowers having the effect of releasing any Liens on Collateral or Guarantee Obligations guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 12.01 or (ii) under the circumstances described in paragraph (b) belowSection 12.18(b). (ba) At such time as (A) (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (includingterminated, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such the Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (cb) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations guarantee obligations pursuant to this Section 13.1912.18. In each case as specified in this Section 13.1912.18, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation guarantee obligation from the 126 21029590V.1 assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.1912.18.