Common use of Release of Collateral or Guarantors Clause in Contracts

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Agent to release or subordinate any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold by a Loan Party in a Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreement) and (iii) all of the Collateral and all Loan Parties, upon (A) termination of the Commitments and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations that the Administrative Agent and the Collateral Agent have been notified in writing are then due and payable and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C Issuer. Each Lender Party hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expense, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10.

Release of Collateral or Guarantors. Each Lender Party (a) The Agents, the Lenders and the Issuing Banks hereby consents irrevocably agree that the Liens granted to the release and hereby directs the Collateral Agent to release or subordinate any Lien held by the Credit Parties on any Collateral Agent for the benefit of the Secured Parties against shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale, transfer or other disposition of such Collateral (including as part of or in connection with any Collateral that is Sold by a Loan Party in a Sale (other sale, transfer or other disposition permitted hereunder) to any Person other than a Sale to another Loan Credit Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Administrative Agents and Collateral Agent may rely conclusively on a certificate to be granted in such Collateral pursuant that effect provided to Section 7.10 after giving effect to such Sale have been grantedit by any Credit Party upon its reasonable request without further inquiry), (iiiii) any property subject to a Lien permitted hereunder to the extent such Collateral is comprised of property constitutes “Excluded Property” leased to a Credit Party by a Person that is not a Credit Party, upon termination or expiration of such lease, (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 12.10), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under its Guarantee, (vi) as defined required by Collateral Agent to effect any sale, transfer or other disposition of Collateral in the Guaranty and Security Agreement) and (iii) all connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents, and (vii) upon the request of the Company, any asset or property of any Credit Party included in the Collateral to the extent such asset or property is not required by the Collateral and Guarantee Requirement to be included in the Collateral, so long as upon the release of the Collateral Agent’s Lien on such asset or property, such property or asset is no longer included in the Borrowing Base and the Company shall continue to be in compliance with the Collateral and Guarantee Requirement. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon all Loan interests retained by the Credit Parties, upon (A) termination including the proceeds of any disposition, all of which shall continue to constitute part of the Commitments Collateral except to the extent otherwise released in accordance with the provisions of the Credit Documents. Additionally, the Agents, the Lenders and all Secured Hedging Support Documentsthe Issuing Banks hereby irrevocably agree that each Guarantor shall be released from its Guarantee upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, (B) payment or otherwise becoming an Excluded Subsidiary. The Lenders and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations that the Issuing Banks hereby authorize the Administrative Agent Agents and the Collateral Agent have been notified in writing are then due and payable and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C Issuer. Each Lender Party hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expense, upon receipt of reasonable advance notice from the Borroweras applicable, to execute and deliver any instruments, documents, and agreements necessary or file desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or any Issuing Bank. Any representation, warranty or covenant contained in any Credit Document relating to any such documents and released Collateral or Guarantor shall no longer be deemed to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10be repeated.

Release of Collateral or Guarantors. Each Lender Party (a) The Agents, the Lenders and the Issuing Banks hereby consents irrevocably agree that the Liens granted to the release and hereby directs the Collateral Agent to release or subordinate any Lien held by the Credit Parties on any Collateral Agent for the benefit of the Secured Parties against shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale, transfer or other disposition of such Collateral (including as part of or in connection with any Collateral that is Sold by a Loan Party in a Sale (other sale, transfer or other disposition permitted hereunder) to any Person other than a Sale to another Loan Credit Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Administrative Agents and Collateral Agent may rely conclusively on a certificate to be granted in such Collateral pursuant that effect provided to Section 7.10 after giving effect to such Sale have been grantedit by any Credit Party upon its reasonable request without further inquiry), (iiiii) any property subject to a Lien permitted hereunder to the extent such Collateral is comprised of property constitutes “Excluded Property” leased to a Credit Party by a Person that is not a Credit Party, upon termination or expiration of such lease, (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 12.10), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under its Guarantee, (vi) as defined required by Collateral Agent to effect any sale, transfer or other disposition of Collateral in the Guaranty and Security Agreement) and (iii) all connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents, and (vii) upon the request of the Company, any asset or property of any Credit Party included in the Collateral to the extent such asset or property is not required by the Collateral and Guarantee Requirement to be included in the Collateral, so long as upon the release of the Collateral Agent’s Lien on such asset or property, such property or asset is no longer included in the Borrowing Base and the Company shall continue to be in compliance with the Collateral and Guarantee Requirement. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon all Loan interests retained by the Credit Parties, upon (A) termination including the proceeds of any disposition, all of which shall continue to constitute part of the Commitments Collateral except to the extent otherwise released in accordance with the provisions of the Credit Documents. Additionally, the Agents, the Lenders and all Secured Hedging Support Documentsthe Issuing Banks hereby irrevocably agree that each Guarantor shall be released from its Guarantee upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, (B) payment or otherwise becoming an Excluded Subsidiary. The Lenders and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations that the Issuing Banks hereby authorize the Administrative Agent Agents and the Collateral Agent have been notified in writing are then due and payable and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C Issuer. Each Lender Party hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expense, upon receipt of reasonable advance notice from the Borroweras applicable, to execute and deliver any instruments, documents, and agreements necessary or file desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or any Issuing Bank. Any representation, warranty or covenant contained in any Credit Document relating to any such documents and released Collateral or Guarantor shall no longer be deemed to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10.be repeated. 202

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Agent to release any Collateral to the extent expressly provided in any Loan Document in accordance with the specific terms and provisions thereof. Notwithstanding anything to the contrary contained herein or subordinate in any Lien held by other Loan Document, the Collateral Agent for is hereby irrevocably authorized by the benefit Lender (and the Lender hereby expressly consents), and the Collateral Agent hereby agrees, to take any action reasonably requested by the Borrowers to effect the release of the Secured Parties against (i) any Collateral that from the Lien created by the Security Documents: (a) upon Payment In Full of all Obligations or (b) if such Collateral is Sold by sold, transferred or otherwise disposed of to any Person other than a Loan Party in a Sale (other than a Sale to another Loan Party) transaction expressly permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security this Agreement) and (iii) all of the Collateral and all Loan Parties, upon (A) termination of the Commitments and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations that the Administrative Agent and the Collateral Agent have been notified in writing are then due and payable and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C Issuer. Each The Lender Party hereby directs the Collateral Agent, and Collateral Agent hereby agrees, upon receipt by the Lender and the Collateral Agent hereby agrees at the Borrower’s expense, upon receipt of reasonable advance written notice (but in no event less than ten Business Days advance written notice) from the BorrowerBorrowers accompanied by an Officer’s Certificate stating such release complies with the Loan Documents, to, unless the Lender has provided a written objection to such release to the Collateral Agent and the Borrowers within ten Business Days of receipt of such written notice, execute and deliver or file such documents and to perform other actions reasonably necessary requested by the Borrowers and, at the Borrowers’ expense, to release the guaranties Guarantees and Liens when and as directed in this Section 10.109.10. Upon request by the Collateral Agent at any time, the Lender will confirm in writing the Collateral Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 9.10 solely to the extent required by this Agreement.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Agent to release or subordinate any Lien held by the Collateral Agent for the benefit of the Secured Parties against (ia) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreement) ; and (iiib) all of the Collateral and all Loan Credit Parties, upon (Ai) termination of the Commitments and all Secured Hedging Support Documents, Revolving Loan Commitments; (Bii) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations under the Loan Documents and all Obligations arising under Secured Rate Contracts, that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable; (Ciii) deposit of cash collateral with respect to all L/C Contingent Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to Agent and each Indemnitee that is, or may be, owed such Obligations (excluding Contingent Obligations as to which no claim has been asserted); and (iv) to the Administrative extent requested by Agent, receipt by Agent and the applicable L/C IssuerSecured Parties of liability releases from the Credit Parties each in form and substance reasonably acceptable to Agent. Each Lender Party hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10Section.

Release of Collateral or Guarantors. Each Lender Secured Party hereby consents to the release automatic release, and hereby directs the Collateral Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate), the following: (a) any Guarantor from its guaranty of any Obligation of any Loan Party as provided in Section 11.22; and (b) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold by a Loan Party in a Sale (other than a Sale to another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), (A) to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been grantedgranted or (B) such Lien is automatically released upon the consummation of such Sale pursuant to the final paragraph of Section 8.4, (ii) any property subject to a Lien permitted hereunder to the extent such in reliance upon Section 8.2(d) or (e), (iii) any property that constitutes “or becomes Excluded Property” Property (as defined in the Guaranty and andU.S. Security Agreement), (iv) any property subject to such Lien owned by a Guarantor, upon the release of such Guarantor from guaranty of any Obligation of any Loan Party in accordance with the Loan Documents and (iiiv) all of the Collateral and all Loan Parties, upon (A) termination the occurrence of the Commitments Termination Date. Each Lender and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations that the Administrative Agent and the Collateral Agent have been notified in writing are then due and payable and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Administrative Agent, and the Collateral Administrative Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the U.S. Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10.10.10 or in the final paragraph of Section 8.4. SECTION 10.11

Release of Collateral or Guarantors. Each Lender Secured Party hereby consents to the release and hereby directs the Collateral Agent to release, and Agent hereby agrees to so release (or, in the case of clause (ii) of Section 9.1(b) below, release or subordinate subordinate) the following: (a) any Subsidiary of a Borrower from its guaranty of any Obligation if all of the Stock of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 5.13; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 5.13 after giving effect to such Sale transaction have been granted, (ii) any property Property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreementreliance upon Section 6.1(h) or 6.1(i) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination the occurrence of the Commitments Facility Termination Date and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loansto the extent requested by Agent, all L/C Reimbursement Obligations and all other Obligations that the Administrative receipt by Agent and the Collateral Agent have been notified Secured Parties of liability releases from the Credit Parties each in writing are then due form and payable and (C) deposit of cash collateral with respect substance reasonably acceptable to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C IssuerAgent. Each Lender Secured Party hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expensexxxxxx agrees, upon receipt of reasonable advance notice from the BorrowerBorrower Representative, to execute and deliver or file such documents and to perform other actions reasonably necessary at the Borrowers’ expense to release the guaranties and Liens when and as directed in this Section 10.109.10. 9.11.

Release of Collateral or Guarantors. Each Lender Party hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (ii) below, release or subordinate subordinate) any Lien held by the Collateral Agent for the benefit of the Secured Parties Lenders against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Party Dealer in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted as a “purchase money security interest” hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreement) or under any other Loan Document, and (iii) all of the Collateral and all Loan PartiesLenders, upon (A) termination of the Commitments and all Secured Hedging Support Documentsthis Agreement, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations Loans and all other Obligations under the Loan Documents that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued)contingent Obligations, in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to Agent and each Lender that is, or may be, owed such Obligations (excluding contingent Obligations as to which no claim has been asserted) and (D) to the Administrative extent requested by Agent, receipt by Agent and the applicable L/C Issuer. Each Lender Party hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expense, upon receipt Lenders of reasonable advance notice liability releases from the BorrowerLenders each in form and substance acceptable to Agent. Second Amended and Restated Inventory Financing Agreement 28 KCP-4616003-20 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.

Release of Collateral or Guarantors. Each Lender Party and L/C Issuer hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: Subject to the Intercreditor Agreement, any Subsidiary of Borrower Representative from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.13; provided that to the extent applicable, such Subsidiary shall also be released from its obligations under the Second Lien Note Documents on the same terms; and Subject to the Intercreditor Agreement, any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 4.13 after giving effect to such Sale transaction have been granted; provided that to the extent applicable, such Collateral shall also be released from its obligations under the Second Lien Note Documents on the same terms, (ii) any property Property subject to a Lien permitted hereunder in reliance upon Section 5.1(h) or 5.1(i); provided that to the extent applicable, such property constitutes “Excluded Property” (as defined in Collateral shall also be released from or subordinated its obligations under the Guaranty and Security Agreement) Second Lien Note Documents on the same terms, and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support DocumentsRevolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations under the Loan Documents and all Obligations arising under Secured Swap Contracts, that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing by the holder of such Obligation are then due and payable and payable, (C) deposit of cash collateral with respect to all L/C contingent Obligations (or or, as an alternative to cash collateral, in the case of any Letter of Credit Obligation, receipt by Agent of a back-up letter of credit has been issued), credit) in an amount equal to 105% of such L/C Obligation amounts and on terms and conditions and with parties satisfactory to Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations (other than L/C Reimbursement Obligations) as to which no claim has been asserted) and (D) to the Administrative extent requested by Agent, receipt by Agent and the applicable Secured Parties of liability releases from the Credit Parties each in form and substance acceptable to Agent. Each Lender and L/C Issuer. Each Lender Party Issuer hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from Borrower Representative and receipt by Agent of a certificate of Borrower Representative to the Borrowereffect that such transaction and the disposition of the proceeds thereof will comply with the terms of this Agreement (with such supporting detail as Agent may reasonably request), at the request and sole expense of the Borrowers or such other Credit Party, to execute and deliver or file such documents and to perform other actions actions, in each case without recourse, representation or warranty, reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.108.10.

Release of Collateral or Guarantors. Each Lender Party Noteholder hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate subordinate) the following: (a) any Guarantor from its guaranty of any Obligation if all of the stock of such Subsidiary owned by any Credit Party is sold or transferred in a transaction permitted under the Transaction Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guarantee the Obligation pursuant to Article 10; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties Noteholders against (i) any Collateral that is Sold sold, transferred, conveyed or otherwise disposed of by a Loan Credit Party in a Sale (other than a Sale to another Loan Party) transaction permitted by the Loan Transaction Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 the Transaction Documents after giving effect to such Sale transaction have been granted, and (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreement) and (iii) all of the Collateral and all Loan Credit Parties, upon (A) termination of the Commitments and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all LoansObligations under the Transaction Documents, all L/C Reimbursement Obligations and all other Obligations that the Administrative Agent and the Collateral Agent have has theretofore been notified in writing are then due and payable by the holder of such Obligation, and (CB) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C Obligation and with parties satisfactory to receipt by the Administrative Collateral Agent and the applicable L/C IssuerNoteholders of liability releases from the Credit Parties each in form and substance acceptable to the Collateral Agent. Each Lender Party Noteholder hereby directs the Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expenseagrees, upon receipt of reasonable advance notice from the BorrowerIssuer, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.1011.10. Prior to taking any action pursuant to this Section 11.10, the Collateral Agent shall be entitled to a certificate of a Responsible Offer of each Guarantor that such release is authorized and permitted by the Transaction Documents and all conditions precedent to such release have been satisfied.