Common use of Release of Guarantors Clause in Contracts

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiarytransfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Transferred Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations Obligation (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan DocumentsAgreement. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person Person or persons, Persons none of which is a Loan Party in a transaction permitted hereunder or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, shall be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release described in this Section 11.10 11.09 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfiedsatisfied (other than contingent obligations as to which no claim has been asserted, Cash Management Obligations and Secured Obligations not yet due and payable pursuant to Secured Hedge Agreements), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Secured Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees Guarantees made herein shall terminate with respect to all Obligations, except with respect to Secured Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsAgreement.

Release of Guarantors. If, in compliance In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the terms and provisions sale of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any in a Subsidiary Guarantor are sold or otherwise transferred as permitted under this AgreementSection 10.4, to a person or personsthe Borrower may request in writing that the Administrative Agent release, none and upon receipt of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiarysuch request the Administrative Agent shall release, such Subsidiary Guarantor shallfrom the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, upon nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the consummation most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such sale release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or transfer warranty qualified by materiality, in which case such representation or upon becoming an Excluded Subsidiary, warranty shall be automatically released from its obligations under this Agreement (including under Section 10.05 hereoftrue and correct in all respects) on and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and as of the pledge date of such Equity Interests release with the same force and effect as if made on and as of such date except to the Collateral Agent pursuant extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the Collateral Documents case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the Collateral date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent shall, at such to release a Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 Guarantor from the Subsidiary Guaranty in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsSection 4.6.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiarytransfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower Company shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Transferred Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations Obligation (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan DocumentsAgreement. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. IfNotwithstanding anything in Section 9.02(b) to the contrary, in compliance with the terms (a) any Subsidiary Guarantor shall automatically be released from its obligations hereunder (and provisions of the its Loan Documents, Guaranty shall be automatically released) (i) all or substantially all of upon the Equity Interests or property consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor are sold ceases to be a Restricted Subsidiary (included by merger or otherwise transferred dissolution) or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted under this Agreement, to a person or persons, none of which is a Loan Party hereunder; or (ii) upon the occurrence of the Termination Date, (b) any Subsidiary Guarantor becomes that qualifies as an “Excluded Subsidiary, such Subsidiary Guarantor shall, upon ” shall be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) by the Administrative Agent promptly following the request therefor by the Borrower and/or (c) the Person constituting Holdings immediately prior to the consummation of a Holdings Reorganization Transaction whereby the existing “Holdings” is not intended to remain as such sale or transfer or upon becoming an Excluded Subsidiary, shall be automatically released from its obligations under this Agreement hereunder (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents Loan Guaranty shall be automatically released) upon the consummation of such Holdings Reorganization Transaction; provided, andthat the release of any Subsidiary Guarantor from its obligations under the Loan Guaranty if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type, so long as after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrower shall is deemed to have provided made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the Agents portion of the fair market value of the net assets of such certifications or documents Person attributable to the Borrower’s equity interest therein as estimated by the Borrower in good faith and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time. In connection with any Agent shall reasonably requestsuch release, the Administrative Agent shall, subject to receipt of an officer’s certificate from the Borrower certifying that such transaction and release are permitted hereunder, promptly execute and deliver to the Collateral Agent shallrelevant Loan Party, at such Subsidiary GuarantorLoan Party’s expense, take all documents that such actions as are necessary Loan Party shall reasonably request to effect each release described in this Section 11.10 in accordance with the relevant provisions evidence termination or release. Any execution and delivery of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment documents pursuant to the terms preceding sentence of this Agreement Section 9.22 shall be without recourse to or warranty by the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsAdministrative Agent.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement Notes or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests Capital Stock or property of any Subsidiary Guarantor are is sold or otherwise transferred as permitted under this Agreement, from such Guarantor (a “Transferred Guarantor”) to a person Person or personsPersons, none of which is Borrower or a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiarytransfer, be automatically released from its obligations under this Agreement (including under Section 10.05 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Security Document and and, in the case of a sale of all or substantially all of the Capital Stock of the Transferred Guarantor, the pledge of such Equity Interests Capital Stock to the Collateral Agent pursuant to the Collateral Documents Security Agreement shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each such release described in this Section 11.10 in accordance with the relevant provisions of the Security Documents within no more than 30 days from notice to the Collateral Documents; provided Agent of such transfer. If, in compliance with the terms and provisions of the Loan Documents (including, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that no such release shall occur if such Guarantor continues to be is no longer a guarantor in respect Wholly Owned Subsidiary of the Senior NotesBorrower, upon the consummation of such sale or transfer, such Guarantor shall be released, subject to pro forma compliance with Section 7.12, from its obligations under this Agreement (including under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant any ABL Credit Agreement or Collateral owned by it pursuant to any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminatedSecurity Document, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, shall take such actions as are necessary to effect each such release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsSecurity Documents and to acknowledge in writing such release and the termination of the guarantee of such Guarantor if requested.

Release of Guarantors. IfNotwithstanding anything in ‎Section 9.02(b) to the contrary, in compliance with the terms (a) any Subsidiary Guarantor shall automatically be released from its obligations hereunder (and provisions of the its Loan Documents, Guaranty shall be automatically released) (i) all or substantially all of upon the Equity Interests or property consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor are sold ceases to be a Restricted Subsidiary (included by merger or otherwise transferred dissolution) or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted under this Agreement, to a person or persons, none of which is a Loan Party hereunder; or (ii) upon the occurrence of the Termination Date, (b) any Subsidiary Guarantor becomes that qualifies as an “Excluded Subsidiary, such Subsidiary Guarantor shall, upon ” shall be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) by the Administrative Agent promptly following the request therefor by the Parent Borrower and/or (c) the Person constituting Holdings immediately prior to the consummation of a Holdings Reorganization Transaction whereby the existing “Holdings” is not intended to remain as such sale or transfer or upon becoming an Excluded Subsidiary, shall be automatically released from its obligations under this Agreement hereunder (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents Loan Guaranty shall be automatically released) upon the consummation of such Holdings Reorganization Transaction; provided, andthat the release of any Subsidiary Guarantor from its obligations under the Loan Guaranty if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type, so long after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Parent Borrower is deemed to have made a new Investment in such Person for purposes of ‎Section 6.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to the Parent Borrower’s equity interest therein as estimated by the Parent Borrower shall have provided the Agents in good faith and such certifications or documents as Investment is permitted pursuant to ‎Section 6.06 (other than Section 6.06(f)) at such time. In connection with any Agent shall reasonably requestsuch release, the Administrative Agent shall, subject to receipt of an officer’s certificate from the Parent Borrower certifying that such transaction and release are permitted hereunder, promptly execute and deliver to the Collateral Agent shallrelevant Loan Party, at such Subsidiary GuarantorLoan Party’s expense, take all documents that such actions as are necessary Loan Party shall reasonably request to effect each release described in this Section 11.10 in accordance with the relevant provisions evidence termination or release. Any execution and delivery of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment documents pursuant to the terms preceding sentence of this Agreement ‎Section 9.22 shall be without recourse to or warranty by the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsAdministrative Agent.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party (or a Person that is required to become a Loan Party as a result of such sale or other transfer) or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiarytransfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Transferred Guarantor’s expense, take such actions as are necessary or reasonably requested to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that that, no such release Guarantor shall occur if be released from its obligations under the Guaranty as a result of becoming a non-wholly owned Subsidiary of Holdings unless the transaction resulting in such Guarantor continues to be becoming a guarantor in respect non-wholly-owned subsidiary of the Senior Notes, any ABL Credit Agreement or any Junior Financing Holdings is an arm’s-length transaction with a principal amount in excess of the Threshold AmountPerson other than an Affiliate. When all Aggregate Commitments hereunder have terminated, and all Loans or other Obligations have been paid in full (other than contingent indemnification obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are not yet accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)payable) hereunder, this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred (a “Transferred Guarantor”) as permitted under this Agreement, to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement Notes or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations Obligation (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, in compliance with the terms (a) The Note Guarantee of a Guarantor (other than Parent) will be unconditionally released and provisions discharged upon any of the Loan Documentsfollowing: (1) any Transfer (including, (iwithout limitation, by way of consolidation or merger) by Parent or any Subsidiary to any Person that is not Parent or a Subsidiary of Parent of all of the Equity Interests of, or all or substantially all of the properties and assets of, such Guarantor; (2) any Transfer directly or indirectly (including, without limitation, by way of consolidation or merger) by Parent or any Subsidiary to any Person that is not Parent or a Subsidiary of Parent of Equity Interests of such Guarantor or any issuance by such Guarantor of its Equity Interests, such that such Guarantor ceases to be a Subsidiary of Parent; provided that such Guarantor is also released from all of its obligations in respect of Indebtedness under each Credit Facility; (3) the release of such Guarantor from all obligations of such Guarantor in respect of Indebtedness under each Credit Facility, except to the extent such Guarantor is otherwise required to provide a Guarantee pursuant to Section 4.17; or (4) upon the contemporaneous release or discharge of all Guarantees by such Guarantor which would have required such Guarantor to guarantee the Notes pursuant to Section 4.17. (b) Except as provided under Article Five, a Note Guarantee of Parent may be released and discharged only with the consent of each Holder of Notes to which such Note Guarantee relates. (c) No such release or discharge of a Note Guarantee of a Guarantor shall be effective against the Trustee or the Holders of Notes to which such Note Guarantee relates (i) if a Default or Event of Default shall have occurred and be continuing under this Indenture as of the time of such proposed release until such time as such Default or Event of Default is cured or waived (unless such release is in connection with the sale of the Equity Interests in such Guarantor constituting collateral for a Credit Facility in connection with the exercise of remedies against such Equity Interests or property in connection with a Transfer permitted by this Indenture if, but for the existence of any such Default or Event of Default, such Subsidiary Guarantor are sold or would otherwise transferred as be entitled to be released from its Note Guarantee following the sale of such Equity Interests) and (ii) until the Issuer shall have delivered to the Trustee an Officers’ Certificate, upon which the Trustee shall be entitled but not obligated to rely, stating that all conditions precedent provided for in this Indenture relating to such transactions have been complied with and that such release and discharge is authorized and permitted under this Agreement, Indenture. (d) The Trustee shall execute any documents reasonably requested by either the Issuer or a Guarantor in order to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon evidence the consummation release of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsArticle Ten.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section ‎Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section ‎Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement Notes or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiarytransfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Transferred Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) Obligation hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan DocumentsAgreement. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor or a Borrower (other than the Lead Borrower) are sold or otherwise transferred as permitted under this Agreement, to a person Person or persons, Persons none of which is a Loan Party in a transaction permitted hereunder or (ii) any Subsidiary Guarantor or a Borrower (other than the Lead Borrower) becomes an Excluded Subsidiary, or the Lead Borrower shall notify the Agents in writing that a Specified Guarantor is to be released from its Guaranty, (any such Subsidiary Guarantor or Borrower, and any Subsidiary Guarantor or Borrower referred to in clause (i), a “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiaryother transaction (or, in the case of a Specified Guarantor, receipt of the foregoing notice by the Agents), be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Lead Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release described in this Section 11.10 11.09 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsAgreement.

Release of Guarantors. IfThe Banks hereby irrevocably agree that any Guarantor (other than Parent, in compliance with ▇▇▇▇▇ Capital or the terms and provisions Company) shall be released from this Agreement following the discharge of the Loan DocumentsGuarantors’ obligations pursuant to Section 10.03 or upon consummation of any transaction permitted hereunder (including a sale, transfer or disposition of such Guarantor to a Person that is not Parent or one of its Subsidiaries) resulting in such Guarantor ceasing to constitute a Subsidiary. Any Guarantor (other than Parent, the Company, ▇▇▇▇▇ Capital or a direct or indirect parent of the Company) shall be released upon discharge of the Guarantors’ obligations pursuant to Section 10.03 or if such Guarantor shall become an Excluded Person; provided that, with respect to any Guarantor that becomes an Excluded Person, no such release shall occur to the extent such Guarantor remains an issuer or co-issuer of or borrower or guarantor under any U.S. debt securities or U.S. syndicated credit facilities. Any Guarantor that is a direct or indirect parent of the Company (other than Parent) shall be released if, at any time after becoming a Guarantor, (i) all such Guarantor becomes prohibited by any applicable law, rule or substantially all of regulation binding on such Guarantor or its properties from guaranteeing the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted obligations under this Agreement, to a person or persons, none of which is a Loan Party Agreement or (ii) any Subsidiary remaining a Guarantor becomes an Excluded Subsidiarywould, such Subsidiary Guarantor shall, upon in the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions reasonable determination of the Collateral DocumentsCompany, result in material adverse tax consequences to Parent or any of its Subsidiaries as reasonably determined by the Company; provided that no such release shall occur if under clauses (i) or (ii) above, to the extent such Guarantor continues to be a remains an issuer or co-issuer of or borrower or guarantor in respect under any U.S. debt securities or U.S. syndicated credit facilities. The Banks hereby authorize the Administrative Agent to, and the Administrative Agent will at the sole cost and expense of the Senior NotesCompany or applicable Credit Party, execute and deliver any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminatedinstruments, documents, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued agreements necessary to evidence and payable have been paid or satisfied, and no Letter confirm the release of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment Guarantor pursuant to the terms foregoing provisions of this Agreement paragraph, all without the further consent or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release joinder of any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsBank.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all any Guarantor that is a Restricted Subsidiary of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party or ceases to be a Restricted Subsidiary of a Loan Party in a transaction permitted hereunder, (ii) any Subsidiary Guarantor becomes an Excluded SubsidiarySubsidiary or (iii) subject to Section 10.01, if the release of such Guarantor is approved, authorized or ratified in writing by the Required Lenders (any such Guarantor referred to in clause (i), (ii) or (iii) a “Released Guarantor”), such Subsidiary Released Guarantor shall, shall upon the consummation of such sale the related transaction, change in status, request, approval, authorization or transfer or upon becoming an Excluded Subsidiary, ratification be (in the case of clauses (i) and (iii)) automatically released and (in the case of clause (ii)) released by the Administrative Agent pursuant to appropriate documentation following a written request from the Administrative Borrower to the Administrative Agent requesting such release, in each case, from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of any of the Equity Interests of the Released Guarantor to a Person that is not a Loan Party, the pledge of such Equity Interests to the Collateral Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower Borrowers shall have provided the Agents Administrative Agent such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release described in this Section 11.10 11.09 in accordance with the relevant provisions of this Agreement and the Collateral Documents; provided provided, that no such release shall occur occur, and no such Guarantor shall constitute a Released Guarantor, if (x) such Guarantor continues to be a guarantor in respect of the Senior Notesany other First Lien Obligations, any ABL Credit Agreement Obligations, any Second Lien Obligations or any Junior Financing with or (y) such Guarantor continues to constitute a principal amount in excess Subsidiary of the Threshold AmountParent Borrower and becomes an Excluded Subsidiary under clause (a) of the definition thereof unless (i) no Event of Default shall have occurred and be continuing at the time such Guarantor becomes an Excluded Subsidiary under clause (a) of the definition thereof and (ii) after giving Pro Forma Effect to such release and the consummation of the transaction that causes such Person to become an Excluded Subsidiary under clause (a) of the definition thereof, the Borrowers and Restricted Subsidiaries shall be deemed to have made an Investment in, or a Restricted Payment in respect of, as applicable, such Person (as if such Person were then newly acquired or formed) and such Investment or Restricted Payment is permitted hereunder at such time. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder (other than contingent indemnification obligations under Treasury Services Agreements or Secured Hedge Agreementsas to which no claim has been asserted) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put satisfied in place)full, this Agreement, the other Loan Documents Agreement and the guarantees Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsAgreement.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor (a “Transferred Guarantor”) are sold or otherwise transferred as permitted under this Agreementtransferred, to a person or persons, none of following which is a Loan Party or (ii) any transfer such Subsidiary Guarantor becomes an Excluded ceases to be a Subsidiary, such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiarytransfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral other Loan Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release the releases described in this Section 11.10 in accordance with 11.09. At the relevant provisions request of the Borrower, GLS shall be released from its obligations as a Guarantor under this Agreement and the Collateral Documents; provided Agent shall take such actions as are necessary to effect the releases described in this Section 11.09. At such time that GLS is released from its obligation as a Guarantor, GLS shall remain a Restricted Subsidiary for all other purposes of this Agreement and the other Loan Documents unless and until GLS no such longer constitutes a Restricted Subsidiary pursuant to the definition thereof. At any time after a release of GLS pursuant to this Section 11.09, the Borrower shall occur if such Guarantor continues not be contractually obligated to be a guarantor make Investments in respect GLS beyond its pro rata share of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount outstanding economic interest in excess of the Threshold AmountGLS. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) Obligation hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsAgreement.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party or any Subsidiary Guarantor ceases to be a Restricted Subsidiary pursuant to a transaction or designation permitted by this Agreement or (ii) any Subsidiary Guarantor is or becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer transfer, upon ceasing to be a Restricted Subsidiary or upon becoming an Excluded SubsidiarySubsidiary (or, to the extent such Excluded Subsidiary became a Guarantor in accordance with clause (iii) of the definition thereof, if such Restricted Subsidiary would then otherwise constitute an Excluded Subsidiary (but for the fact that it has provided a Guaranty in accordance with clause (iii) of the definition of Guarantors) upon the written request of the Parent Borrower delivered to the Administrative Agent), be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Parent Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s the Borrowers’ expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement Notes or any Junior Financing Subordinated Indebtedness with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or and other Obligations (other than (x) obligations under Secured Hedge Agreements and Treasury Services Agreements or Secured Hedge Agreementsand (y) contingent indemnification obligations not yet accrued and payable) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit in which the Outstanding Amount of which the L/C Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall automatically terminate with respect to all Obligations, except with respect to Obligations and provisions that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s the Borrowers’ expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person Person or persons, Persons none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded SubsidiarySubsidiary (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (i), a “Transferred Guarantor”), such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiaryother transaction, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release described in this Section 11.10 11.09 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) Obligation hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsAgreement.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all any Guarantor that is a Restricted Subsidiary of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party or ceases to be a Restricted Subsidiary of a Loan Party in a transaction permitted hereunder, (ii) any Subsidiary Guarantor becomes an Excluded SubsidiarySubsidiary or (iii) subject to Section 10.01, if the release of such Guarantor is approved, authorized or ratified in writing by the Required Lenders (any such Guarantor referred to in clause (i), (ii) or (iii) a “Released Guarantor”), such Subsidiary Released Guarantor shall, shall upon the consummation of such sale the related transaction, change in status, request, approval, authorization or transfer or upon becoming an Excluded Subsidiary, ratification be (in the case of clauses (i) and (iii)) automatically released and (in the case of clause (ii)) released by the Administrative Agent pursuant to appropriate documentation following a written request from the Administrative Borrower to the Administrative Agent requesting such release, in each case, from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of any of the Equity Interests of the Released Guarantor to a Person that is not a Loan Party, the pledge of such Equity Interests to the Collateral Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower Borrowers shall have provided the Agents Administrative Agent such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release described in this Section 11.10 11.09 in accordance with the relevant provisions of this Agreement and the Collateral Documents; provided provided, that no such release shall occur occur, and no such Guarantor shall constitute a Released Guarantor, if (x) such Guarantor continues to be a guarantor in respect of the Senior Notesany other Obligations, any ABL Credit Agreement First Lien Obligation or any Second Lien Obligations or any Junior Financing with or (y) such Guarantor continues to constitute a principal amount in excess Subsidiary of the Threshold AmountParent Borrower and becomes an Excluded Subsidiary under clause (a) of the definition thereof unless (i) no Event of Default shall have occurred and be continuing at the time such Guarantor becomes an Excluded Subsidiary under clause (a) of the definition thereof and (ii) after giving Pro Forma Effect to such release and the consummation of the transaction that causes such Person to become an Excluded Subsidiary under clause (a) of the definition thereof, the Borrowers and Restricted Subsidiaries shall be deemed to have made an Investment in, or a Restricted Payment in respect of, as applicable, such Person (as if such Person were then newly acquired or formed) and such Investment or Restricted Payment is permitted hereunder at such time. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder (other than contingent indemnification obligations under Treasury Services Agreements or Secured Hedge Agreementsas to which no claim has been asserted) hereunder which are accrued and payable have been paid or satisfiedsatisfied in full, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer Issuing Bank has been put in placeplace or such Letter of Credit has been deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank), this Agreement, the other Loan Documents Agreement and the guarantees Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsAgreement.

Release of Guarantors. If(a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in compliance connection with (i) any disposition of a Subsidiary that is a Guarantor as permitted by the Loan Documents and immediately following such disposition such Subsidiary will no longer be a Subsidiary of the Borrower or (ii) a Subsidiary becoming an Excluded Subsidiary (including by being designated in writing by the Borrower as an “Immaterial Subsidiary” in accordance with the terms and provisions of this Agreement) as permitted by the Loan Documents, the Administrative Agent shall (iwithout notice to, or vote or consent of, any Lender) all or substantially all of the Equity Interests or property take such actions as shall be required to release any guarantee obligations under any Loan Document of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreementbeing disposed of in such disposition, to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the extent necessary to permit consummation of such sale disposition in accordance with the Loan Documents, or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of Loan Documents. (b) Notwithstanding anything to the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement contrary contained herein or any Junior Financing other Loan Document, when the principal and interest with a principal amount in excess of the Threshold Amount. When respect to all Commitments hereunder have terminated, Loans and all Loans or other monetary payment Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued then due and payable have been paid in full and all Commitments have terminated or satisfiedexpired, and no Letter upon request of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this AgreementBorrower, the other Loan Documents and the guarantees made herein Administrative Agent shall terminate with respect to all Obligations(without notice to, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shallvote or consent of, at each Guarantor’s expense, any Lender) take such actions as are necessary shall be required to release all guarantee obligations under any Collateral owned by Loan Document of any Guarantor. Any such Guarantor release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if within 180 days after such release (or such longer period under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in accordance with the relevant provisions effect during which any payment in respect of the Collateral DocumentsObligations guaranteed thereby can be annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid) 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 the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made; provided, however, that any such reinstated guarantee shall be released immediately upon the Obligations being indefeasibly paid in full.

Release of Guarantors. IfNotwithstanding the requirements set forth in Section 6.15(a), to the extent the Borrower provides a written request to the Administrative Agent that a Subsidiary Guarantor be released from its Guaranties pursuant to the Credit Documents in compliance conjunction with the terms simultaneous or substantially simultaneous qualification of such Subsidiary Guarantor as an Excluded Subsidiary or pursuant to a disposition permitted by Section 7.05, then, following the Administrative Agent’s receipt of such notice (and provisions so long as no Default or Event of Default shall have occurred and be continuing on the date of the Loan Documents, (i) all Administrative Agent’s receipt of such notice or substantially all as a result of the Equity Interests or property release of any such Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded SubsidiaryGuarantor), such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, shall be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent respective Guaranties pursuant to the Collateral Credit Documents (it being understood and agreed that no Subsidiary Guarantor that owns an Unencumbered Property shall be automatically released, and, so long as released unless such Unencumbered Property is first withdrawn from the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 Unencumbered Property Pool in accordance with Section 6.16). Notwithstanding the relevant provisions foregoing, (A) the Obligations shall remain a senior unsecured obligation, pari passu with all other senior unsecured Indebtedness of the Collateral Documents; provided Borrower and the Parent and (B) to the extent that no following any such release shall occur if such Guarantor continues Release an otherwise released or to be a guarantor released Subsidiary Guarantor is obligated in respect of the Senior Notesoutstanding recourse Indebtedness, any ABL Credit Agreement or any Junior Financing with a principal amount in excess Real Property Assets of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or such Subsidiary Guarantor shall not be deemed an Eligible Unencumbered Property for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms purposes of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsCredit Agreement.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Credit Documents, (i) all the Equity Interests of any Guarantor are directly or substantially indirectly sold or otherwise transferred such that such Guarantor no longer constitutes a Restricted Subsidiary (a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Restricted Subsidiary, (ii) any Restricted Subsidiary is designated as or becomes an Excluded Subsidiary (provided, that, notwithstanding the foregoing, a Guarantor that is a Credit Party shall not be released from its Guarantee hereunder solely due to becoming an Excluded Subsidiary of the type described in clause (g) of the definition thereof due to a disposition of less than all of the Equity Interests or property of such Guarantor to an Affiliate of any Credit Party unless as a result of a joint venture or other strategic transaction entered into for a bona fide business purpose), or (iii) any Restricted Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which that is a Loan Credit Party is merged, consolidated, liquidated or dissolved in accordance with Section 10.05 and is not the surviving entity of such transaction (ii) any a “Liquidated Subsidiary”), such Transferred Guarantor, Excluded Subsidiary Guarantor becomes an Excluded or Liquidated Subsidiary, such Subsidiary Guarantor shallas applicable, upon the consummation of such sale or sale, transfer or upon becoming designation of such Person as an Excluded SubsidiarySubsidiary or merger, consolidated, dissolution or liquidation, as applicable, shall be automatically released from its obligations under this Agreement (including under Section 10.05 13.03 hereof) and the other Credit Documents, and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document Security Document, and the pledge of such Equity Interests in any Transferred Guarantor or any Unrestricted Subsidiary to the Collateral Agent pursuant to the Collateral Security Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect and evidence each release described in this Section 11.10 6.08 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, Security Documents and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If(a) A Loan Party shall automatically be released from its obligations under the Loan Documents (1) upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger or amalgamation with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary or (2) upon the request of Parent or the Borrower, in compliance connection with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as a transaction permitted under this Agreement, to as a person or persons, none result of which is a such Loan Party ceases to be a wholly owned Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. (b) Upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent amounts not yet due) under any Loan Document have been paid in full and all Letters of Credit have expired or been terminated (unless such Letters of Credit have been (i) cash collateralized in an amount equal to 103% of Letter of Credit Usage at such time on terms reasonably satisfactory to the applicable Issuing Bank, (ii) any Subsidiary Guarantor becomes backstopped by a letter of credit in form, amount and substance and by an Excluded Subsidiaryinstitution reasonably satisfactory to the applicable Issuing Bank or (iii) deemed reissued under another facility reasonably acceptable to the applicable Issuing Bank), such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its all obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Loan Documents shall be automatically released. (c) In connection with any termination or release pursuant to this Section 10.17, andthe Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower or the applicable Loan Party shall have provided the Agents Administrative Agent such certifications or documents as any the Administrative Agent shall reasonably requestrequest in order to demonstrate compliance with this Agreement. (d) Each of the Lenders and the Issuing Bank irrevocably authorizes the Administrative Agent to provide any release or evidence of release, termination or subordination contemplated by this Section 10.17. (e) In the event that (i) all the Equity Interests in any Guarantor are sold, transferred or otherwise disposed of to a Person other than Parent or its Restricted Subsidiaries in a transaction permitted under this Agreement, (ii) a Guarantor ceases to be a Material Domestic Subsidiary or (iii) a Guarantor (other than, on or after the consummation of a Holdco Transaction, Holdings) would become an Excluded Subsidiary upon the consummation of any transaction permitted hereunder, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantorthe Borrower’s expense, promptly take such actions action and execute such documents as are necessary the Borrower may reasonably request to effect each release described in this Section 11.10 in accordance with terminate the relevant provisions Guaranty of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person Person or persons, Persons none of which is a Loan Party in a transaction permitted hereunder (any such Subsidiary Guarantor, and any Subsidiary Guarantor, a “Transferred Guarantor”) or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, shall be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release described in this Section 11.10 11.09 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfiedsatisfied (other than contingent obligations as to which no claim has been asserted, Cash Management Obligations and obligations pursuant to Secured Hedge Agreements), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsAgreement.

Release of Guarantors. If(a) A Loan Party shall automatically be released from its obligations under the Loan Documents upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger or amalgamation with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. (b) Upon termination of the aggregate Commitments and payment in full in cash of all Obligations (other than contingent amounts not yet due) under any Loan Document and the expiration with no pending drawings or termination of all Letters of Credit (unless such Letters of Credit have been (i) cash collateralized in an amount equal to 103% of Letter of Credit Usage at such time on terms reasonably satisfactory to the applicable Issuing Bank, (ii) backstopped by a letter of credit in form, amount and substance and by an institution reasonably satisfactory to the applicable Issuing Bank or (iii) deemed reissued under another facility reasonably acceptable to the applicable Issuing Bank), all obligations under the Loan Documents shall be automatically released. (c) In connection with any termination or release pursuant to this Section 10.17, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower or the applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with the terms and provisions this Agreement. (d) Each of the Loan DocumentsLenders and the Issuing Banks irrevocably authorizes the Administrative Agent to provide any release or evidence of release, termination or subordination contemplated by this Section 10.17. (e) In the event that (i) all or substantially all of the Equity Interests or property of in any Subsidiary Guarantor are sold sold, transferred or otherwise transferred as disposed of to a Person other than Parent or its Restricted Subsidiaries in a transaction permitted under this Agreement, to a person or persons, none of which is a Loan Party or (ii) any a Guarantor ceases to be a Material Subsidiary or (iii) a Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably requesttransaction permitted hereunder, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantorthe Borrower’s expense, promptly take such actions action and execute such documents as are necessary the Borrower may reasonably request to effect each release described in this Section 11.10 in accordance with terminate the relevant provisions Guaranty of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. IfWithout any further notice or action being required by any Person, any Guarantor, and each Subsidiary of such Guarantor that is also a Guarantor, shall be fully and conditionally released and discharged from all obligations under its Guarantee and this Indenture upon the sale or disposition (whether by merger, stock purchase, asset sale or otherwise) of a Guarantor (or all of its assets) to an entity which is not a Subsidiary of the Company, or upon the dissolution of any Guarantor, which sale, disposition or dissolution is otherwise in compliance with this Indenture, such Guarantor shall be deemed released from its obligations under its Guarantee of the terms Securities; provided, however, that any such termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure any Indebtedness of the Company shall also terminate upon such sale, disposition or dissolution. The releases and discharges set forth in the first paragraph of this Section 10.5 shall be effective on the date of consummation thereof. At the written request of the Company, the Trustee shall promptly execute and deliver appropriate instruments in forms reasonably acceptable to the Company evidencing and further implementing any releases and discharges pursuant to the foregoing provisions. If the Company desires the instruments evidencing or implementing any releases or discharges to be executed prior to the effectiveness of such releases and discharges as set forth above, such instruments may be made conditional upon the occurrence of the events necessary to cause the effectiveness of such releases and discharges, as specified in the first sentence of this Section 10.5. Notwithstanding the foregoing provisions of the Loan Documentsthis Article 10, (i) all or substantially all any Guarantor whose Guarantee would otherwise be released pursuant to the provisions of this Section 10.5 may elect, by written notice to the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this AgreementTrustee, to maintain such Guarantee in effect notwithstanding the event or events that otherwise would cause the release of such Guarantee (which election to maintain such Guarantee in effect may be conditional or for a person or personslimited period of time), none of which is a Loan Party or and (ii) any Subsidiary of the Company which is not a Guarantor becomes an Excluded Subsidiarymay elect, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests written notice to the Collateral Agent pursuant Trustee, to the Collateral Documents shall become a Guarantor (which election may be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized conditional or for which a backstop letter limited period of credit reasonably satisfactory to the applicable L/C Issuer has been put in placetime), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded SubsidiarySubsidiary (any such Subsidiary Guarantor described in the foregoing clause (i) or (ii), a “Released Guarantor”), such Subsidiary Released Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Released Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Released Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect . Upon the Discharge of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Obligations, this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment Discharge of Obligations pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents. Any execution and delivery of any document pursuant to the preceding sentence of this Section 11.10 shall be without recourse to or warranty by the Administrative Agent.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement(including without limitation by way of merger, consolidation or amalgamation) (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party Borrower or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiarya Guarantor, such Subsidiary Transferred Guarantor shall, effective immediately upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiarytransfer, be automatically released from its obligations under this Agreement (including under Section 10.05 10.03 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Security Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents Security Agreements shall be automatically released, and the Collateral Agent shall (at the expense of the Borrowers) take such actions as are necessary or reasonably requested by the Borrower Agent to effect or evidence each release described in this Section 7.09 in accordance with the relevant provisions of the Security Documents (and, for the avoidance of doubt, the Secured Parties shall be deemed to have irrevocably authorized and directed the Administrative Agent and the Collateral Agent to take such actions), so long as the Borrower Borrowers shall have provided the Agents such certifications or documents as any Agent or the Required Lenders shall reasonably request, request in order to demonstrate compliance with this Agreement; provided that each of the Secured Parties irrevocably authorizes and directs the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to rely on any certificate of a Responsible Officer of the Borrower Agent to the effect each that a release described of a Guarantor and its Collateral is in this Section 11.10 in accordance compliance with the relevant provisions of the Collateral Loan Documents; provided that no such , without independent investigation, and release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than from its obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive its interests in any Collateral of such repayment Guarantor pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shallSection 7.09 (including, at in each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions case of the Collateral Documentsforegoing, by filing applicable termination statements and/or returning any pledged Collateral). Any such certificate shall be conclusive and binding.

Release of Guarantors. (a) If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests Capital Stock or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person Person or personsPersons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Security Document and the pledge of such Equity Interests Capital Stock to the Collateral Administrative Agent pursuant to the Collateral Security Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents Administrative Agent such certifications or documents as any the Administrative Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Security Documents; provided that no such release under clause (ii) above shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of the Senior Notesany agreement, document or instrument evidencing any Incremental Equivalent Debt, any ABL Credit Agreement Refinancing Debt, any Material Subordinated Debt or any Junior Financing with a principal amount in excess Permitted Refinancing Indebtedness of any of the Threshold Amount. When all Commitments hereunder have terminatedforegoing, and all Loans or other Obligations has otherwise guaranteed or given assurances of payment or performance under or in respect of any such Indebtedness of the Borrower. (other than obligations under Treasury Services Agreements or Secured Hedge Agreementsb) hereunder which are accrued and payable have been paid or satisfied, and no Letter The Guaranteed Parties hereby agree that upon the occurrence of Credit remains outstanding (except any Letter of Credit i) the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment Spin-Off pursuant to the terms of this Agreement or Form 10 filed by the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance Borrower with the relevant provisions SEC on September 7, 2016, as amended on November 2, 2016 and as further amended on February 3, 2017, April 12, 2017, April 27, 2017 and May 4, 2017 and (ii) to the extent the Borrower and any of its subsidiaries have guaranteed the Parent Debt, the release of all guarantees made by the Borrower and any of its subsidiaries in respect of the Collateral DocumentsParent Debt (the date on which the events set forth in the foregoing clauses (i) and (ii) shall have occurred, the “Parent Guaranty Release Date”), Parent shall be automatically released from its obligations under the Parent Guaranty and cease to be a guarantor of the Obligations without any further action or notice.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, Notwithstanding the requirements set forth in compliance with the terms and provisions clause (a) of the Loan Documents, this Section 6.15: (i) all in the event that (i) the Borrower or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party or Parent has received at least two (2) Investment Grade Ratings and (ii) the Borrower requests that the Subsidiary Guarantors be released from the Credit Documents, then the Subsidiary Guarantors shall be automatically released from the Credit Documents (the “Release”), provided that such Subsidiary Guarantors are also released from any guarantees of other then existing senior notes and other senior unsecured indebtedness of the Borrower or Parent. In such an event, the Borrower will notify the Administrative Agent that, pursuant to this Section 6.15(b), such Person shall be released and, in accordance with Section 9.11, the Administrative Agent shall (to the extent applicable) deliver to the Credit Parties such documentation as is reasonably necessary to evidence the Release; or (ii) to the extent the Borrower provides a written request to the Administrative Agent that a Subsidiary Guarantor becomes be released from its Guaranties pursuant to the Credit Documents in conjunction with the simultaneous or substantially simultaneous qualification of such Subsidiary Guarantor as an Excluded SubsidiarySubsidiary or pursuant to a disposition permitted by Section 7.05, then, following the Administrative Agent’s receipt of such notice (and so long as no Default or Event of Default shall have occurred and be continuing on the date of the Administrative Agent’s receipt of such notice or as a result of the release of such Subsidiary Guarantor), such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, shall be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent respective Guaranties pursuant to the Collateral Credit Documents (it being understood and agreed that no Subsidiary Guarantor that owns an Unencumbered Property shall be automatically released, and, so long as released unless such Unencumbered Property is first withdrawn from the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 Unencumbered Property Pool in accordance with Section 6.16(b). Notwithstanding the relevant provisions foregoing, (A) the Obligations shall remain a senior unsecured obligation, pari passu with all other senior unsecured Indebtedness of the Collateral Documents; provided Borrower and the Parent and (B) to the extent that no following any such release shall occur if such Guarantor continues Release an otherwise released or to be a guarantor released Subsidiary Guarantor is obligated in respect of the Senior Notesoutstanding recourse Indebtedness, any ABL Credit Agreement or any Junior Financing with a principal amount in excess Real Property Assets of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or such Subsidiary Guarantor shall not be deemed an Eligible Unencumbered Property for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms purposes of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsCredit Agreement.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person Person or persons, Persons none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded SubsidiarySubsidiary (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (i), a “Transferred Guarantor”), such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiaryother transaction, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Parent Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release described in this Section 11.10 11.09 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) Obligation hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsAgreement.

Release of Guarantors. If, in compliance with At the terms request and provisions sole expense of the Loan Documents, Borrower and the MLP: any Subsidiary of the MLP that is a Guarantor shall be released from its obligations hereunder in the event that (ia) all or substantially all of the Equity Interests or property of any Subsidiary such Guarantor are sold shall be sold, transferred or otherwise transferred as disposed of in a transaction permitted under this Agreement, to a person or persons, none of which is a Loan Party by the Reimbursement Agreement or (iib) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shalldoes not guarantee any obligations of the MLP or any of its Subsidiaries under any Covered Material Indebtedness (including the Note Indentures), upon the consummation or any such Subsidiary is to be released from such guarantee of such sale or transfer or upon becoming an Excluded Covered Material Indebtedness immediately following such Subsidiary, be automatically released ’s release from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document hereunder, provided that the Borrower and the pledge of such Equity Interests MLP shall have delivered to the Collateral Agent pursuant Administrative Agent, at least ten Business Days prior to the Collateral Documents shall be automatically releaseddate of the proposed release, anda written request of a Responsible Officer of each of the Borrower and the MLP for release identifying the relevant Guarantor and the terms of the sale or other disposition or release from such guaranty, so long as the case may be, in reasonable detail, together with a certification by the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at MLP that such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described transaction is in this Section 11.10 in accordance compliance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Reimbursement Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and that at the guarantees made herein time of such release, after giving effect to any other Subsidiary of the MLP becoming a party hereto, the Borrower and the MLP are in compliance with Section 5.11 of the Reimbursement Agreement and no Event of Default exists or would exist as a result of such release; provided further that if such Subsidiary is not released from such guarantee of such Covered Material Indebtedness within five (5) days of such Subsidiary’s release from the Subsidiary Guaranty, then such Subsidiary shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant immediately become a party to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsSubsidiary Guaranty.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Transferred Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any the ABL Credit Agreement (other than Canadian Subsidiaries which guarantee Indebtedness under the ABL Credit Agreement) or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations Obligation (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, Notwithstanding anything to the contrary contained herein or in compliance with any other Loan Document: (a) A Guarantor shall automatically be released and discharged in full from its obligations under the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such sale Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or transfer release pursuant to this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) 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 shall be without recourse to or warranty by the Administrative Agent. (b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon becoming an Excluded Subsidiarythe request of the Borrower, be automatically released release any Guarantor from its obligations under this Agreement the Guaranty if, as of the time such Guarantor is released and immediately after giving effect thereto, the Guaranty of such Guarantor is not required by Section 5.09. (including under c) At such time as the principal and interest with respect to all Loans and all other monetary payment Obligations which are then due and payable (other than contingent indemnification obligations and other Obligations expressly stated to survive such payment and termination) have been paid in full and all Commitments and Letters of Credit have terminated or expired (or cash collateral has been provided, or other satisfactory arrangements have been made, with respect thereto pursuant to Section 10.05 hereof2.05(c)) and its all LC Disbursements have been reimbursed (such time, the “Facility Termination”), the Guaranty and all obligations (other than those expressly stated to pledge survive such termination) of each Guarantor thereunder shall automatically terminate and grant be released and discharged in full, all without delivery of any Collateral owned instrument or performance of any act by it pursuant to any Collateral Document and the pledge Person. Any such release of such Equity Interests guarantee obligations shall be deemed subject to the Collateral Agent pursuant to the Collateral Documents provision that such guarantee obligations shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no reinstated if within 180 days after such release shall occur if (or such Guarantor continues to be a guarantor longer period under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect during which any payment in respect of the Senior NotesObligations guaranteed thereby can be annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid) any ABL Credit Agreement 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 the Borrower or any Junior Financing with Guarantor, or upon or as a principal amount in excess result of the Threshold Amount. When appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all Commitments hereunder have terminatedas though such payment had not been made; provided, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfiedhowever, and no Letter of Credit remains outstanding (except that any Letter of Credit the Outstanding Amount of which such reinstated guarantee shall be released immediately upon the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put being indefeasibly paid in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documentsfull.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (ia) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person Person or persons, Persons none of which is a Loan Party or (iib) any Subsidiary Guarantor becomes an Excluded SubsidiarySubsidiary (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (i), a “Transferred Guarantor”), such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiaryother transaction, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents Administrative Agent such certifications or documents as any the Administrative Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release described in this Section 11.10 11.09 in accordance with the relevant provisions of the Collateral Documents; provided provided, further that no notwithstanding the foregoing, (i) such release Guarantor shall occur not be released from its obligations under the Guaranty or any other Loan Document if such Guarantor continues to be a guarantor or obligor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount or any Incremental Equivalent Debt or any Permitted Refinancing in excess respect thereof and (ii) if any Subsidiary Guarantor becomes an Excluded Subsidiary pursuant to clause (a) of the Threshold Amount. When all Commitments hereunder have terminateddefinition of Excluded Subsidiary, such Guarantor shall not be released from its obligations under the Guaranty or any other Loan Document as a result thereof unless (x) after giving pro forma effect to such release and the consummation of any concurrent transactions, the Borrower and the Subsidiary Guarantors would be permitted to make Investments in such Subsidiary Guarantor in an amount equal to the fair market value of any and all Loans Investments then held by the Borrower and the Subsidiary Guarantors in such Subsidiary Guarantor and if this clause (x) is applicable, the Borrower and the Subsidiary Guarantors shall be deemed to have made such Investments in such Subsidiary Guarantor on the date hereof and (y) such transaction shall have been entered into for a bona fide business purpose and not, for the avoidance of doubt, for the purpose of causing the release of such guarantee, with any Person that is not an Affiliate of the Borrower. Subject to the immediately preceding paragraph of this Section 11.09, the Guarantees made herein shall remain in full force and effect so long as any Lender shall have any Commitment hereunder, any Loan or other Obligations Obligation (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations under Secured Treasury Services Agreements or obligations under Secured Hedge AgreementsAgreements as to which arrangements reasonably satisfactory to the applicable Hedge Bank or Treasury Services Bank have been made) hereunder which are is accrued and payable have been paid shall remain unpaid or satisfiedunsatisfied, and no Letter of Credit remains outstanding (except or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of which the L/C Obligations related thereto has been Cash Collateralized or for which back-stopped by a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer or such Letter of Credit has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant deemed reissued under another agreement reasonably acceptable to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsL/C Issuer).

Release of Guarantors. If(a) Concurrently with any consolidation or merger of a Guarantor or any sale or conveyance of the assets of a Guarantor as an entirety or substantially as an entirety, in compliance each case as permitted by Section 13.4 hereof in accordance with the terms and other provisions of the Loan Documentsthis Indenture (including, (iwithout limitation, Sections 10.9, 10.11 and 10.14) all or substantially all and as a result of which such Guarantor ceases to be a Subsidiary of the Equity Interests Company, upon delivery by the Company to the Trustee of an Officer's Certificate to the effect that such consolidation, merger, sale or property conveyance was made in accordance with Section 13.4 and the other provisions hereof and an Opinion of Counsel to the effect that such transaction is permitted by this Indenture (which opinion may be subject to customary assumptions and limitations), the Trustee shall execute any Subsidiary documents reasonably required in order to evidence the release of such Guarantor are sold or otherwise transferred as permitted from its obligations under its Guaranty endorsed on the Securities and under this AgreementArticle XIII. Any Guarantor not released from 109 its obligations under its Guaranty endorsed on the Securities and under this Article XIII shall remain liable for the full amount of principal of and premium, to if any, and interest on the Securities and for the other obligations of a person or persons, none of which is a Loan Party or Guarantor under its Guaranty endorsed on the Securities and under this Article XIII. (iib) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shallExcept as provided by clause (a) hereof, upon the consummation of such any transaction (whether involving a sale or transfer other disposition of securities, a merger, or upon becoming an Excluded Subsidiaryotherwise, be automatically released from its obligations under this Agreement (including under Section 10.05 hereofany Asset Sale) and its obligations to pledge and grant whereby any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues ceases to be a guarantor Subsidiary and which transaction is otherwise in respect compliance with the provisions of the Senior Notesthis Indenture, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When such Guarantor shall automatically be released from all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued its Guaranty endorsed on the Securities and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except under this Article XIII without need for any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement further act or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release execution or delivery of any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documentsdocument.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Guarantor ceases to be a Restricted Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party or (iisubject to the proviso in the definition of “Excluded Subsidiaries”) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale transaction resulting in such Subsidiary ceasing to be a Restricted Subsidiary or transfer or upon (subject to the proviso in the definition of “Excluded Subsidiaries”) becoming an Excluded Subsidiary, as applicable, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents Administrative Agent such certifications or documents as any the Administrative Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 10.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer Issuing Bank has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded SubsidiarySubsidiary (any Subsidiary described in clauses (i) and (ii), a “Transferred Guarantor”), such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiarytransfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Transferred Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge AgreementsAgreements and contingent obligations not yet due and owing) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsAgreement.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person Person or persons, Persons none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded SubsidiarySubsidiary (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (i), a “Transferred Guarantor”), such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiaryother transaction, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release described in this Section 11.10 11.09 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) Obligation hereunder which are accrued and payable have been paid or satisfiedsatisfied (other than Cash Management Obligations, obligations under Secured Hedge Agreements or in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsAgreement.

Release of Guarantors. If(a) Notwithstanding anything in Section 9.02(b) to the contrary, (I) any Subsidiary Guarantor shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (x) upon the consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder) as certified by a Responsible Officer of the Parent Borrower, (y) in the case of any Discretionary Guarantor, the Parent Borrower elects, in compliance with its sole discretion, any Discretionary Guarantor to be released from its obligations hereunder, so long as in the terms and provisions case of any such Discretionary Guarantor that is a Restricted Subsidiary of the Loan DocumentsParent Borrower, (i) all such Discretionary Guarantor is or substantially all becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; and (ii) after giving effect to such election and release, the Equity Interests or property Indebtedness of any such Discretionary Guarantor outstanding upon such election and release will be deemed to constitute Indebtedness of a Restricted Subsidiary Guarantor are sold or otherwise transferred as permitted under that is not a Loan Party for purposes of this Agreement, to in each case as certified by a person or personsResponsible Officer of the Parent Borrower, none and/or (z) upon the occurrence of which is a Loan Party or the Termination Date and (iiII) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiarythe Performance Chemicals Sale, (I) the Performance Chemicals Companies shall automatically be automatically released from its their obligations under this Agreement hereunder (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents their Loan Guaranty shall be automatically released, and, so long as ) and all liens on their assets released and terminated and (II) CPQ shall automatically be released from its Loan Guaranty and all pledges of equity interests of all of the Borrower Performance Chemicals Companies shall have provided the Agents be released and terminated. In connection with any such certifications or documents as any Agent shall reasonably requestrelease, the Administrative Agent shall promptly execute and deliver to the Collateral Agent shallrelevant Loan Party, at such Subsidiary GuarantorLoan Party’s expense, take all documents that such actions as are necessary Loan Party shall reasonably request to effect each release described in evidence termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 11.10 in accordance with 9.22 shall be without recourse to or warranty by the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents). (b) As of the Performance Chemicals Sale Closing Date, Ecovyst agrees that it shall be the “Parent Borrower” under this Agreement and the other Loan Documents in the place and stead of PQ. As of the Performance Chemicals Sale Closing Date, PQ shall be released and discharged from the Loan Documents. Ecovyst acknowledges that it shall not be relieved or discharged from any obligations under Treasury Services Agreements or Secured Hedge Agreementsin connection with the Loan Guaranty that arise or are attributable to the period on or prior to the Performance Chemicals Sale Closing Date. (c) hereunder which are accrued As of the Performance Chemicals Sale Closing Date, CPQ hereby irrevocably transfers and payable have been paid or satisfiedassigns to Midco, and no Letter Midco hereby irrevocably accepts and assumes from CPQ, all of Credit remains outstanding CPQ’s past, present and future rights, titles, interests, duties and obligations in, to and under the Loan Documents (except any Letter such assignment, the “Holdings Assignment”). By virtue of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, as of the Performance Chemicals Sale Closing Date and upon consummation of the Midco Transactions, Midco (x) agrees that it shall be “Holdings” under this Agreement and the other Loan Documents in the place and stead of CPQ, (y) further undertakes and agrees from and after the Performance Chemicals Sale Closing Date to pay, perform and discharge when and as due each and every past, present and future duty and obligation of “Holdings” arising under or in connection with this Agreement and of CPQ under the other Loan Documents and (z) agrees that it is bound by all of the guarantees made herein shall terminate with respect to all Obligationsterms, except with respect to Obligations that expressly survive such repayment pursuant to the terms of conditions and provisions contained in this Agreement or and the other Loan Documents. The Collateral Agent shallWithout limiting the foregoing, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions upon consummation of the Midco Transactions, Midco hereby agrees that it assumes all of the obligations of CPQ under the Loan Guarantee and does hereby grant of the Administrative Agent for the benefit of the Secured Parties a security interest in all of its Collateral (as defined in the Security Agreement), including, without limitation, its equity interest in Ecovyst, to secure the payment and performance of the Obligations. As of the Performance Chemicals Sale Closing Date and upon consummation of the Midco Transactions, CPQ shall be released and discharged from the Loan Documents.

Release of Guarantors. If, in subject to compliance with the terms and provisions of the Loan DocumentsDocuments (as reasonably determined by the Administrative Agent (in its sole discretion), (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Credit Party or (ii) any Subsidiary Guarantor becomes an Excluded Immaterial Subsidiary, such Transferred Guarantor or Immaterial Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon subject to the delivery to the Administrative Agent of a certificate of a Responsible Officer of the Borrower certifying as to matters the Administrative Agent may reasonably request in connection with such release, such Guarantor becoming an Excluded Immaterial Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge grant and grant suffer to exist Liens on any Collateral owned by it pursuant to any Collateral Document and Security Instrument and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to under the Collateral Agent pursuant to the Collateral Documents Security Instruments shall be automatically released, and, so long as the Borrower shall have provided the Agents Administrative Agent such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantorthe Borrower’s expenseexpense and request, take such actions as are necessary to effect each release described in this Section 11.10 13.09 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor Security Instruments. Upon Payment in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Full, this Agreement, the other Loan Documents Agreement and the guarantees made herein shall terminate with respect to all Obligations, Indebtedness except with respect to Obligations any component of Indebtedness that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Administrative Agent shall, at each Guarantor’s expenseexpense and request, take such actions as are necessary reasonably requested to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsSecurity Instruments.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person Person or persons, Persons none of which is a Loan Party or (ii) any Subsidiary Guarantor either becomes an Excluded SubsidiarySubsidiary or ceases to be a Restricted Subsidiary (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (i), a “Transferred Guarantor”), such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiaryother transaction, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release Guarantor shall occur be released as provided in this paragraph if such Guarantor continues to be a guarantor in respect of any Incremental Equivalent Debt, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Junior Financing, the Senior 2021 Unsecured Notes, any ABL Credit Agreement the 2025 Unsecured Notes or any Junior Financing with a principal amount in excess Permitted Refinancing of any of the Threshold Amountforegoing. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit unless the Outstanding Amount of which the Obligations related thereto has obligations thereunder have been Cash Collateralized or for as to which a backstop letter of credit other arrangements reasonably satisfactory to the applicable L/C Issuer has Issuing Bank have been put in placemade), this Agreement, the other Loan Documents Agreement and the guarantees Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsAgreement.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person Person or persons, Persons none of which is a Loan Party or (ii) any Subsidiary Guarantor either becomes an Excluded SubsidiarySubsidiary or ceases to be a Restricted Subsidiary (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (i), a “Transferred Guarantor”), such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiaryother transaction, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release Guarantor shall occur be released as provided in this paragraph if such Guarantor continues to be a guarantor in respect of any Incremental Equivalent Debt, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Junior Financing, the Senior 2021 Unsecured Notes, any ABL Credit Agreement the 2025 Unsecured Notes, the 2027 Unsecured Notes or any Junior Financing with a principal amount in excess Permitted Refinancing of any of the Threshold Amountforegoing. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit unless the Outstanding Amount of which the Obligations related thereto has obligations thereunder have been Cash Collateralized or for as to which a backstop letter of credit other arrangements reasonably satisfactory to the applicable L/C Issuer has Issuing Bank have been put in placemade), this Agreement, the other Loan Documents Agreement and the guarantees Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsAgreement.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiarytransfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Transferred Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations Obligation (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan DocumentsAgreement. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, (a “Transferred Guarantor”) to a person Person or personsPersons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Transferred Guarantor or Excluded Subsidiary Guarantor shall, upon the consummation of such sale or transfer transfer, or upon becoming in the case of an Excluded Subsidiary, upon request by the Borrower, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor or Excluded Subsidiary, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications certificates or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Transferred Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations Obligation (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)full in cash, this Agreement, the other Loan Documents Agreement and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsAgreement.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person Person or persons, Persons none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded SubsidiarySubsidiary (any such Guarantor, and any Guarantor referred to in clause (i), a “Transferred Guarantor”), such Subsidiary Transferred Guarantor shall, upon (x) the consummation of such sale or transfer or upon other transaction or (y) becoming an Excluded SubsidiarySubsidiary pursuant to clause (e) of the definition thereof, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided provided, that no such release Guarantor shall occur be released as provided in this paragraph if such Guarantor continues to be a guarantor in respect of the Senior Notesany Indebtedness incurred pursuant to Section 7.03(o), any ABL Credit Agreement Permitted Additional Debt, any Junior Financing, any UST Tranche A Facility Indebtedness, UST Tranche B Facility Indebtedness or any Junior Financing with a principal amount in excess Permitted Refinancing of any of the Threshold Amountforegoing. Notwithstanding anything herein to the contrary, if any Guarantor becomes an Excluded Subsidiary pursuant to clause (a) of the definition of Excluded Subsidiary, such Guarantor shall only be permitted to be released from its Guarantee so long as the fair market value of any and all Investments then held by the Loan Parties in such Person are permitted as an Investment under Section 7.02(c)(iii) and Section 7.02(p) at the time such Person becomes an Excluded Subsidiary pursuant to clause (a) of the definition of “Excluded Subsidiary”. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees Guarantees made herein shall automatically terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsAgreement.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party (or a Person that is required to become a Loan Party as a result of such sale or other transfer) or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon otherwise becoming an Excluded Subsidiary, as applicable, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Subsidiary Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary or reasonably requested to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no Subsidiary Guarantor shall be released from its obligations under the Guaranty as a result of such release Person becoming an Excluded Subsidiary unless at the time such Subsidiary Guarantor ceases to be an Excluded Subsidiary, (1) no Event of Default shall occur have occurred and be continuing, (2) if such Guarantor continues became an Excluded Subsidiary as a result of such Person becoming a non-wholly owned Subsidiary of Holdings, a Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code, a FSHCO or a Subsidiary of a Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code or a FSHCO, the primary purpose of the transaction by which such Subsidiary Guarantor ceases to be an Excluded Subsidiary was not to evade the obligations under the Guaranty and was consummated on an arms’ length basis with an unaffiliated third-party and (3) at the time of such release (after giving effect thereto), all outstanding Indebtedness of, and Investments in, such Subsidiary Guarantor would then be permitted to be made under in accordance with the relevant provisions of Sections 7.02 and 7.03 (with the Borrower being required to reclassify any such items in reliance upon the respective Subsidiary being a guarantor in respect of Subsidiary Guarantor on another basis as would be permitted by the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amountapplicable covenant). When all Aggregate Commitments hereunder have terminated, and all Loans or other Obligations have been paid in full (other than contingent indemnification obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are not yet accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)payable) hereunder, this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person Person or persons, Persons none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded SubsidiarySubsidiary (any such Guarantor, and any Guarantor referred to in clause (i), a “Transferred Guarantor”), such Subsidiary Transferred Guarantor shall, upon (x) the consummation of such sale or transfer or upon other transaction or (y) becoming an Excluded SubsidiarySubsidiary pursuant to clause (e) of the definition thereof, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided provided, that no such release Guarantor shall occur be released as provided in this paragraph if such Guarantor continues to be a guarantor in respect of the Senior Notesany Indebtedness incurred pursuant to Section 7.03(o), any ABL Credit Agreement or Permitted Additional Debt, any Junior Financing with a principal amount in excess or any Permitted Refinancing of any of the Threshold Amountforegoing. Notwithstanding anything herein to the contrary, if any Guarantor becomes an Excluded Subsidiary pursuant to clause (a) of the definition of Excluded Subsidiary, such Guarantor shall only be permitted to be released from its Guarantee so long as the fair market value of any and all Investments then held by the Loan Parties in such Person are permitted as an Investment under Section 7.02(c)(iii) and Section 7.02(p) at the time such Person becomes an Excluded Subsidiary pursuant to clause (a) of the definition of “Excluded Subsidiary”. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees Guarantees made herein shall automatically terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan DocumentsAgreement. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.4830-5366-9817v1

Release of Guarantors. If, Notwithstanding anything to the contrary contained herein or in compliance with any other Loan Document: (a) A Guarantor shall automatically be released and discharged in full from its obligations under the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such sale Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or transfer release pursuant to this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) 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 shall be without recourse to or warranty by the Administrative Agent. (b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon becoming an Excluded Subsidiarythe request of the Borrower, be automatically released release any Guarantor from its obligations under this Agreement (including under Section 10.05 hereof) the Guaranty if, as of the time such Guarantor is released and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and immediately after giving effect thereto, the pledge Guaranty of such Equity Interests Guarantor is not required by Section 5.09. (c) At such time as the principal and interest with respect to all Loans and all other monetary payment Obligations which are then due and payable (other than contingent indemnification obligations and other Obligations expressly stated to survive such payment and termination) have been paid in full and all Commitments have been terminated or expired (such time, the “Facility Termination”), the Guaranty and all obligations (other than those expressly stated to survive such termination) of each Guarantor thereunder shall automatically terminate and be released and discharged in full, all without delivery of any instrument or performance of any act by any Person. Any such release of guarantee obligations shall be deemed subject to the Collateral Agent pursuant to the Collateral Documents provision that such guarantee obligations shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no reinstated if within 180 days after such release shall occur if (or such Guarantor continues to be a guarantor longer period under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect during which any payment in respect of the Senior NotesObligations guaranteed thereby can be annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid) any ABL Credit Agreement 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 the Borrower or any Junior Financing with Guarantor, or upon or as a principal amount in excess result of the Threshold Amount. When appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all Commitments hereunder have terminatedas though such payment had not been made; provided, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfiedhowever, and no Letter of Credit remains outstanding (except that any Letter of Credit the Outstanding Amount of which such reinstated guarantee shall be released immediately upon the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put being indefeasibly paid in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documentsfull.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement Notes or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Administrative Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party (or a Person that is required to become a Loan Party as a result of such sale or other transfer) or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiarytransfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Transferred Guarantor’s expense, take such actions as are necessary or reasonably requested to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Aggregate Commitments hereunder have terminated, and all Loans or other Obligations have been paid in full (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are Agreements not yet accrued and payable have been paid or satisfiedand contingent indemnification obligations not yet accrued and payable) hereunder, and no Letter of Credit remains outstanding (except any Letter of Credit unless the Outstanding Amount of which the L/C Obligations related thereto has and all Cash Collateralized Letters of Credit have been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put is in place), this Agreement, the other Loan Documents Agreement and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan DocumentsAgreement. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Lead Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, in compliance with the terms The Note Guarantee of any Guarantor will be automatically and provisions unconditionally released and discharged upon any of the Loan Documents, following: (ia) a sale or other disposition of Capital Stock (including by way of consolidation or merger) of such Guarantor following which it is no longer a direct or indirect Subsidiary of the Company or the sale or disposition of all or substantially all the assets of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in placeCompany or a Restricted Subsidiary), this Agreement, ; (b) the other Loan Documents and designation by the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive Company of such repayment Guarantor as an Unrestricted Subsidiary; (c) if the Note Guarantee was required pursuant to the terms of this Indenture, the cessation of the circumstances requiring the Note Guarantee, including the release or discharge of the guarantee of such Guarantor of the Credit Agreement, excluding any such release or discharge in connection with the refinancing or replacement of the Credit Agreement and such Guarantee; (d) defeasance or discharge of the Notes, as provided in Article 8 hereof; (e) the release, other Loan Documents. The Collateral Agent shallthan the discharge through payment by the Guarantor, at of all other Guarantees by such Restricted Subsidiary of Debt of the Company or any other Restricted Subsidiary, excluding any such release or discharge in connection with the refinancing or replacement of such Debt and such Guarantee; or (f) the occurrence of an event requiring such termination under the terms of the Intercreditor Agreement; and in each Guarantor’s expensesuch case, take such actions as are necessary prior to release any Collateral owned by and discharge or such Guarantor Note Guarantee, the Issuers shall have delivered to the Trustee in accordance with Section 12.02 an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably requested by either an Issuer or a Guarantor in order to evidence the relevant provisions release, discharge and termination of such Guarantor from its obligations under its Note Guarantee endorsed on the Collateral DocumentsNotes and under this Article 10.

Release of Guarantors. If(a) Concurrently with any consolidation or merger of a Subsidiary Guarantor or any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred each case as permitted under this Agreementby Section 15.3, and upon delivery by the Company to a person the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale or personsconveyance was made in accordance with Section 15.3, none the Trustee shall execute any documents reasonably required in order to evidence the release of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon from its obligations under its Subsidiary Guarantees endorsed on the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically Securities and under this Article 15. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantees endorsed on the Securities and under this Agreement Article 15 shall remain liable for the full amount of principal of, premium, if any, and interest on the Securities and for the other obligations of a Subsidiary Guarantor under its Subsidiary Guarantees endorsed on the Securities and under this Article 15. (including b) Concurrently with the defeasance of the Securities under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and 4.4 or the pledge agreement defeasance of such Equity Interests to the Collateral Agent pursuant to Securities under Section 4.5, the Collateral Documents Guarantors shall be automatically releasedreleased from all of their obligations under their Senior Guarantees endorsed on the Securities and under this Article 15. (c) Upon the consummation of any transaction (whether involving a sale or other disposition of securities, and, so long as the Borrower shall have provided the Agents such certifications a merger or documents as otherwise) whereby any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues ceases to be a guarantor Restricted Subsidiary and which transaction is otherwise in respect compliance with the provisions of the Senior Notesthis Indenture, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When such Subsidiary Guarantor shall automatically be released from all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued its Subsidiary Guarantees endorsed on the Securities and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), under this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsArticle 15.

Release of Guarantors. (a) If, in compliance with the terms and provisions of the Loan Credit Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary US Guarantor are sold or otherwise transferred as permitted under this Agreement, (a “US Transferred Guarantor”) to a person or persons, none of which is a Loan Party US Borrower or (ii) any a Domestic Subsidiary Guarantor becomes an Excluded Subsidiaryof US Company, or liquidated in a transaction permitted under the Credit Documents, such Subsidiary US Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiarytransfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Security Document and or Pledge Agreement and, in the case of a sale of all or substantially all of the Equity Interests of the US Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents Security Agreements or Pledge Agreements shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release described in this Section 11.10 15.09 in accordance with the relevant provisions of the Collateral DocumentsSecurity Documents or Pledge Agreements, so long as US Company shall have provided the Administrative Agent such certifications or documents as Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement; provided that no that, if the Equity Interests or property of any US Guarantor are sold or otherwise transferred to a person or persons who are a Foreign Subsidiary of US Company, US Company shall take such release shall occur if actions as reasonably necessary or required in order to make such US Guarantor continues to be a guarantor Non-US Obligation Guarantor. (b) If, in respect compliance with the terms and provisions of the Senior NotesCredit Documents, any ABL Credit Agreement all or any Junior Financing with a principal amount in excess substantially all of the Threshold Amount. When all Commitments hereunder have terminatedEquity Interests or property of any Non-US Obligation Guarantor are sold or otherwise transferred (a “Non-US Obligation Transferred Guarantor”) to a person or persons, and all Loans none of which is a US Borrower, US Guarantor, UK Borrower, Canadian Borrower, UK Credit Party or other Obligations (other than Canadian Credit Party, such Non-US Obligation Transferred Guarantor shall, upon the consummation of such sale or transfer, be automatically released from its obligations under Treasury Services Agreements this Agreement and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document or Secured Hedge Agreements) hereunder which are accrued and payable have been paid Pledge Agreement and, in the case of a sale of all or satisfiedsubstantially all of the Equity Interests of the Non-US Obligation Transferred Guarantor, and no Letter the pledge of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory such Equity Interests to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment Collateral Agent pursuant to the terms of this Agreement Security Agreements or Pledge Agreements shall be automatically released, and the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, shall take such actions as are necessary to effect each release any Collateral owned by such Guarantor described in this Section 15.09 in accordance with the relevant provisions of the Collateral DocumentsSecurity Documents or Pledge Agreements, so long as the applicable Borrower shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Guarantors. (a) If, in compliance with the terms and provisions of the Loan Credit Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary US Guarantor are sold or otherwise transferred as permitted under this Agreement, (a “US Transferred Guarantor”) to a person or persons, none of which is a Loan Party US Borrower or (ii) any a Domestic Subsidiary Guarantor becomes an Excluded Subsidiaryof US Company, such Subsidiary US Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiarytransfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Security Document and or Pledge Agreement and, in the case of a sale of all or substantially all of the Equity Interests of the US Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents Security Agreements or Pledge Agreements shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release described in this Section 11.10 15.09 in accordance with the relevant provisions of the Collateral Documents; Security Documents or Pledge Agreement, so long as US Company shall have provided that no the Administrative Agent such release certifications or documents as Administrative Agent shall occur if such Guarantor continues reasonably request in order to be a guarantor demonstrate compliance with this Agreement. (b) If, in respect compliance with the terms and provisions of the Senior NotesCredit Documents, any ABL Credit Agreement all or any Junior Financing with a principal amount in excess substantially all of the Threshold Amount. When all Commitments hereunder have terminatedEquity Interests or property of any UK Guarantor are sold or otherwise transferred (a “UK Transferred Guarantor”) to a person or persons, and all Loans none of which is a UK Borrower or other Obligations (other than a UK Credit Party, such UK Transferred Guarantor shall, upon the consummation of such sale or transfer, be automatically released from its obligations under Treasury Services Agreements this Agreement and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, in the case of a sale of all or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfiedsubstantially all of the Equity Interests of the UK Transferred Guarantor, and no Letter the pledge of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory such Equity Interests to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment Collateral Agent pursuant to the terms of this Security Agreements or Pledge Agreement or shall be automatically released, and the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, shall take such actions as are necessary to effect each release any Collateral owned by such Guarantor described in this Section 15.09 in accordance with the relevant provisions of the Collateral DocumentsSecurity Documents or Pledge Agreement, so long as the applicable Borrower shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Guarantors. IfNotwithstanding anything in Section 9.02(b) to the contrary, (I) any Subsidiary Guarantor shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (x) upon the consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder) as certified by a Responsible Officer of the Parent Borrower, (y) in the case of any Discretionary Guarantor, the Parent Borrower elects, in compliance with its sole discretion, any Discretionary Guarantor to be released from its obligations hereunder, so long as in the terms and provisions case of any such Discretionary Guarantor that is a Restricted Subsidiary of the Loan DocumentsParent Borrower, (i) all such Discretionary Guarantor is or substantially all becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; and (ii) after giving effect to such election and release, the Equity Interests or property Indebtedness of any such Discretionary Guarantor outstanding upon such election and release will be deemed to constitute Indebtedness of a Restricted Subsidiary Guarantor are sold or otherwise transferred as permitted under that is not a Loan Party for purposes of this Agreement, to in each case as certified by a person or personsResponsible Officer of the Parent Borrower, none and/or (z) upon the occurrence of which is a Loan Party or the Termination Date and (iiII) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiarythe Performance Chemicals Sale, (I) the Performance Chemicals Companies shall automatically be automatically released from its their obligations under this Agreement hereunder (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents their Loan Guaranty shall be automatically released, and, so long as ) and all liens on their assets released and terminated and (II) CPQ shall automatically be released from its Loan Guaranty and all pledges of equity interests of all of the Borrower Performance Chemicals Companies shall have provided the Agents be released and terminated. In connection with any such certifications or documents as any Agent shall reasonably requestrelease, the Administrative Agent shall promptly execute and deliver to the Collateral Agent shallrelevant Loan Party, at such Subsidiary GuarantorLoan Party’s expense, take all documents that such actions as are necessary Loan Party shall reasonably request to effect each release described in evidence termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 11.10 in accordance with 9.22 shall be without recourse to or warranty by the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations Administrative Agent (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory as to the applicable L/C Issuer has been put in placeAdministrative Agent’s authority to execute and deliver such documents), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. IfNotwithstanding Section 10.10(b) hereof, upon the sale or disposition (including by merger or stock purchase) of a Guarantor (as an entirety) to an entity which is not and is not required to become a Guarantor, the designation of a Subsidiary as an Unrestricted Subsidiary, or the liquidation or dissolution of a Guarantor, which transaction is otherwise in compliance with this Indenture (including, without limitation, Section 4.13), such Guarantor will be deemed released from its Obligations under its Guarantee of the terms Notes and the Collateral Agreements; provided, however, that any such termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any of the Company's Indebtedness or any Indebtedness of any other of its Subsidiaries shall also terminate upon such release, sale or transfer and none of its Equity Interests are pledged for the benefit of any holder of any of the Company's Indebtedness or any Indebtedness of any of its Subsidiaries. Upon delivery by the Company to the Trustee of an Officer's Certificate, to the effect that such sale or other disposition or that such designation or that such liquidation or dissolution was made by the Company in accordance with the provisions of this Indenture, the Loan DocumentsTrustee shall execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations under its Guarantee and any Liens in favor of the Notes. Except as provided in Section 10.10(a) hereof, any Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X. Notwithstanding the foregoing provisions of this Article X, (i) all or substantially all any Guarantor whose Guarantee would otherwise be released pursuant to the provisions of this Section 10.11 may elect, at its sole discretion, by written notice to the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this AgreementTrustee, to maintain such Guarantee in effect notwithstanding the event or events that otherwise would cause the release of such Guarantee (which election to maintain such Guarantee in effect may be conditional or for a person or personslimited period of time), none of which is a Loan Party or and (ii) any Subsidiary of the Company which is not a Guarantor becomes an Excluded Subsidiarymay elect, such Subsidiary Guarantor shallat its sole discretion, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests written notice to the Collateral Agent pursuant Trustee, to the Collateral Documents shall become a Guarantor (which election may be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized conditional or for which a backstop letter limited period of credit reasonably satisfactory to the applicable L/C Issuer has been put in placetime), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person Person or persons, Persons none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded SubsidiarySubsidiary (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (i), a “Transferred Guarantor”), such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or other transaction or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release described in this Section 11.10 11.09 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) Obligation hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsAgreement.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all any Guarantor that is a Restricted Subsidiary of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party or ceases to be a Restricted Subsidiary of a Loan Party in a transaction permitted hereunder, (ii) any Subsidiary Guarantor becomes an Excluded SubsidiarySubsidiary or (iii) subject to Section 10.01, if the release of such Guarantor is approved, authorized or ratified in writing by the Required Lenders (any such Guarantor referred to in clause (i), (ii) or (iii) a “Released Guarantor”), such Subsidiary Released Guarantor shall, shall upon the consummation of such sale the related transaction, change in status, request, approval, authorization or transfer or upon becoming an Excluded Subsidiary, ratification be (in the case of clauses (i) and (iii)) automatically released and (in the case of clause (ii)) released by the Administrative Agent pursuant to appropriate documentation following a written request from the Administrative Borrower to the Administrative Agent requesting such release, in each case, from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of any of the Equity Interests of the Released Guarantor to a Person that is not a Loan Party, the pledge of such Equity Interests to the Collateral Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower Borrowers shall have provided the Agents Administrative Agent such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release described in this Section 11.10 11.09 in accordance with the relevant provisions of this Agreement and the Collateral Documents; provided provided, that no such release shall occur occur, and no such Guarantor shall constitute a Released Guarantor, if (x) such Guarantor continues to be a guarantor in respect of the Senior Notesany other Obligations, any ABL Credit Agreement First Lien Obligation or any Second Lien Obligations or any Junior Financing with or (y) such Guarantor continues to constitute a principal amount in excess Subsidiary of the Threshold Amount. When all Commitments hereunder Parent Borrower and becomes an Excluded Subsidiary under clause (a) of the definition thereof unless (i) no Event of Default shall have terminated, occurred and all Loans or other Obligations be continuing at the time such Guarantor becomes an Excluded Subsidiary under clause (other than obligations a) of the definition thereof and (ii) after giving Pro Forma Effect to such release and the consummation of the transaction that causes such Person to become an Excluded Subsidiary under Treasury Services Agreements or Secured Hedge Agreementsclause (a) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreementdefinition thereof, the other Loan Documents Borrowers and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.Restricted -183

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party (or a Person that is required to become a Loan Party as a result of such sale or other transfer) or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiarytransfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Transferred Guarantor’s expense, take such actions as are necessary or reasonably requested to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that that, no such release Guarantor shall occur if be released from its obligations under the Guaranty as a result of becoming a non-wholly owned Subsidiary of Holdings unless the transaction resulting in such Guarantor continues to be becoming a guarantor in respect non-wholly-owned subsidiary of the Senior Notes, any ABL Credit Agreement or any Junior Financing Holdings is an arm’s-length transaction with a principal amount in excess of the Threshold AmountPerson other than an Affiliate. When all Aggregate Commitments hereunder have terminated, and all Loans or other Obligations have been paid in full (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are Agreements not yet accrued and payable have been paid or satisfiedand contingent indemnification obligations not yet accrued and payable) hereunder, and no Letter of Credit remains outstanding (except any Letter of Credit unless the Outstanding Amount of which the L/C Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put is in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If(a) Concurrently with any consolidation or merger of a Subsidiary Guarantor or any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred each -108- 117 case as permitted under this Agreementby Section 16.3, and upon delivery by the Company to a person the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale or personsconveyance was made in accordance with Section 16.3, none the Trustee shall execute any documents reasonably required in order to evidence the release of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon from its obligations under its Subsidiary Guarantees endorsed on the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically Securities and under this Article 16. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantees endorsed on the Securities and under this Agreement Article 16 shall remain liable for the full amount of principal of (including and premium, if any) and interest on the Securities and for the other obligations of a Subsidiary Guarantor under its Subsidiary Guarantees endorsed on the Securities and under this Article 16. (b) Concurrently with the defeasance of the Securities under Section 10.05 hereof4.4 or the covenant defeasance of the Securities under Section 4.5, the Guarantors shall be released from all of their obligations under their Senior Subordinated Guarantees endorsed on the Securities and under this Article 16. (c) Upon the consummation of any transaction (whether involving a sale or other disposition of securities, a merger or otherwise) whereby any Subsidiary Guarantor ceases to be a Restricted Subsidiary and which transaction is otherwise in compliance with the provisions of this Indenture, such Subsidiary Guarantor shall automatically be released from all obligations under its obligations to pledge Subsidiary Guarantees endorsed on the Securities and grant any Collateral owned by it pursuant to any Collateral Document under this Article 16 and the pledge surviving entity in such transaction or the entity to which such Subsidiary Guarantor is conveyed shall not (unless such transaction otherwise results in the sale, transfer or disposition of such Equity Interests the properties and assets of the Company substantially as an entirety) be required to assume the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at obligations of such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party (or a Person that is required to become a Loan Party as a result of such sale or other transfer) or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiarytransfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Transferred Guarantor’s expense, take such actions as are necessary or reasonably requested to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Aggregate Commitments hereunder have terminated, and all Loans or other Obligations have been paid in full (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are Agreements not yet accrued and payable have been paid or satisfiedand contingent indemnification obligations not yet accrued and payable) hereunder, and no Letter of Credit remains outstanding (except any Letter of Credit unless the Outstanding Amount of which the L/C Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put is in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. (a) If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property Capital Stock of any Subsidiary Guarantor (other than Parent, Holdings or the Borrower) are sold or otherwise transferred as permitted under this Agreement, to a person Person or personsPersons, none of which is a Loan Party Party, in a transaction permitted hereunder (any such Guarantor, a “Transferred Guarantor”) or (ii) any Subsidiary Guarantor (other than Parent, Holdings or the Borrower) becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, shall be automatically released from its obligations under this Agreement (and the other Loan Documents, including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests Capital Stock to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents Administrative Agent such certifications or documents as any the Administrative Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release described in this Section 11.10 10.9 in accordance with the relevant provisions of the Collateral Documents; provided provided, however, that no such the release shall occur of any Guarantor from its obligations under this Agreement if such Guarantor continues becomes an Excluded Subsidiary shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary, after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary, the Borrower is deemed to have made a guarantor new Investment in respect of the Senior Notes, any ABL Credit such Person (as if such Person were then newly acquired) and such Investment is permitted under this Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. at such time. (b) When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfiedsatisfied (other than contingent obligations as to which no claim has been asserted), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer Issuing Bank has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsAgreement.

Release of Guarantors. If(a) Concurrently with any consolidation or merger of a Subsidiary Guarantor or any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred each case as permitted under this Agreementby Section 15.3, and upon delivery by the Company to a person the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale or personsconveyance was made in accordance with Section 15.3, none the Trustee shall execute any documents reasonably required in order to evidence the release of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon from its obligations under its Subsidiary Guarantees endorsed on the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically Securities and under this Article 15. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantees endorsed on the Securities and under this Agreement Article 15 shall remain liable for the full amount of principal of, premium, if any, and interest on the Securities and for the other obligations of a Subsidiary Guarantor under its Subsidiary Guarantees endorsed on the Securities and under this Article 15. (including b) Concurrently with the defeasance of the Securities under Section 10.05 hereof4.4 or the agreement defeasance of the Securities under Section 4.5, the Guarantors shall be released from all of their obligations under their Senior Guarantees endorsed on the Securities and under this Article 15. (c) Upon the consummation of any transaction (whether involving a sale or other disposition of securities, a merger or otherwise) whereby any Subsidiary Guarantor ceases to be a Restricted Subsidiary and which transaction is otherwise in compliance with the provisions of this Indenture, such Subsidiary Guarantor shall automatically be released from all obligations under its Subsidiary Guarantees endorsed on the Securities and under this Article 15. (d) The Guarantors shall be released from all of their obligations to pledge under the Senior Guarantees endorsed on the Securities of any series and grant any Collateral owned by it pursuant to any Collateral Document and under this Section 15 upon the pledge occurrence of such Equity Interests other event or events as may be established with respect to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 series in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsSection 3.1.

Release of Guarantors. If, in compliance with At the terms request and provisions sole expense of the Loan Documents, Borrower and the MLP: (ia) all or substantially any Material Domestic Subsidiary of the MLP that is a Guarantor shall be released from its obligations hereunder in the event that all of the Equity Interests or property of any Subsidiary such Guarantor are sold shall be sold, transferred or otherwise transferred as disposed of in a transaction permitted under this by the Credit Agreement, provided that the Borrower and the MLP shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a person or persons, none written request of which is a Loan Party or (ii) any Subsidiary Responsible Officer of each of the Borrower and the MLP for release identifying the relevant Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon and the consummation terms of such the sale or transfer or upon becoming an Excluded Subsidiaryother disposition in reasonable detail, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned together with a certification by it pursuant to any Collateral Document the Borrower and the pledge of MLP that such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described transaction is in this Section 11.10 in accordance compliance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and that at the guarantees made herein time of such release, after giving effect to any other Subsidiary of the MLP becoming a party hereto, the Borrower and the MLP are in compliance with Section 5.10 of the Credit Agreement and no Event of Default exists or would exist as a result of such release; and (b) any Guarantor that is not a Material Domestic Subsidiary of the MLP shall terminate with respect to all Obligationsbe released from its obligations hereunder, except with respect to Obligations provided that expressly survive such repayment pursuant the Borrower and the MLP shall have delivered to the terms of this Agreement or the other Loan Documents. The Collateral Agent shallAdministrative Agent, at least ten Business Days prior to the date of the proposed release, a written request of a Responsible Officer of each Guarantor’s expense, take such actions as are necessary to of the Borrower and the MLP for release any Collateral owned by such Guarantor in accordance with identifying the relevant provisions Guarantor, together with a certification by the Borrower and the MLP that at the time of such release, after giving effect to any other Subsidiary of the Collateral DocumentsMLP becoming a party hereto, the Borrower and the MLP are in compliance with Section 5.10 of the Credit Agreement and no Event of Default exists or would exist as a result of such release.

Release of Guarantors. IfNotwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor shall automatically be released from its obligations hereunder (and its Loan Guaranty and any Lien granted by such Subsidiary Guarantor pursuant to any Collateral Document) shall be automatically released) (i) upon the consummation of any transaction or series of related transactions not prohibited hereunder if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or is or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions not prohibited hereunder), (ii) upon the occurrence of the Termination Date and/or (iii) with respect to any Discretionary Guarantor, at the election of the Borrower at any time as a result of a single transaction or series of related transactions not prohibited hereunder so long as (x) the Borrower shall have delivered written notice of such election to the Administrative Agent and (y) after giving pro forma effect to such release and the consummation of the relevant transaction (if applicable), (1) the Borrower is deemed to have made a new Investment in such Person in an amount equal to the aggregate outstanding amount of all Investments made in such Person while such Person was a Discretionary Guarantor and (2) no Event of Default shall exist (including after giving effect to clause (1)) and (b) any Subsidiary Guarantor that meets the definition of an “Excluded Subsidiary” shall be released by the Administrative Agent promptly following the request therefor by the Borrower, subject, if applicable, to the Specified Guarantor Release Provision. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that upon the request of the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property delivery of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent document pursuant to the Collateral Documents preceding sentence of this Section 9.22 shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications without recourse to or documents as any Agent shall reasonably request, warranty by the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory as to the applicable L/C Issuer has been put in placeAdministrative Agent’s authority to execute and deliver such documents), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. IfTC “15.19 Release of Guarantors. “ \f c \l “2” \* MERGEFORMAT AUTONF D3_TCIf, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property Property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person Person or persons, Persons none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded SubsidiarySubsidiary (any such Guarantor, and any Guarantor referred to in clause (i), a “Transferred Guarantor”), such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiaryother transaction, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release described in this Section 11.10 15.19 in accordance with the relevant provisions of the Collateral Documents; provided provided, that no such release Guarantor shall occur be released as provided in this paragraph if such Guarantor continues to be a guarantor in respect of the Senior Notesany Term Debt, any ABL Credit Agreement or Term Refinancing Debt, any UST Tranche A Facility Indebtedness, any UST Tranche A Refinancing Debt, any UST Tranche B Facility Indebtedness, any UST Tranche B Refinancing Debt, any Permitted Junior Debt, any Junior Financing with a principal amount in excess or any Permitted Refinancing of any of the Threshold Amountforegoing. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees Guarantees made herein shall automatically terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsAgreement.

Release of Guarantors. If, If at any time (a) in compliance with the terms and provisions of the Loan Documentsthis Agreement, (i) all or substantially all of the Equity Interests or property equity interests of any Subsidiary Guarantor (other than the Company) are sold sold, transferred or otherwise transferred as disposed of in a transaction permitted under this Agreement, hereunder to a person Person other than the Company or personsits Subsidiaries (so that such Guarantor is no longer a “Subsidiary” at such time), none of which is (b) a Loan Party or Guarantor (iiother than the Company) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Foreign Subsidiary or (c) a Guarantor shall, upon (other than the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereofCompany) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues ceases to be (or substantially simultaneously with its release as a Guarantor hereunder will cease to be) a borrower, issuer or guarantor in respect of any of the Existing Notes, the Notes, the Term Loan Facility, the Bridge Facility, any other senior Indebtedness for borrowed money of the Company, the Surviving Jarden Senior Notes, any ABL Credit Agreement the Jarden Convertible Notes or any Junior Financing with other Indebtedness for borrowed money of Jarden and its subsidiaries in a principal amount in excess of $125,000,000 (so that such Guarantor is a borrower, issuer or guarantor of none of the Threshold Amount. When all Commitments hereunder have terminatedforegoing Indebtedness at such time), then in each case such Guarantor may, and in the discretion of the Company upon notice in writing to the Administrative Agent specifying the reason for such release shall, be released from its Guarantee in respect of the Guaranteed Obligations and all Loans or other Obligations (other than of its obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued this Agreement and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents to which it is a party, and thereafter such Person shall no longer constitute a Guarantor under the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral At the request of the Company, the Administrative Agent shall, at each Guarantorthe Company’s expense, take execute such actions documents as are necessary to acknowledge any such release any Collateral owned by such Guarantor in accordance with this Section 10.18, so long as the relevant provisions Company shall have provided to the Administrative Agent a certificate, signed by a Responsible Officer of the Collateral DocumentsCompany, certifying as to satisfaction of the requirements set forth above and the release of such Guarantor’s Guarantee of the Guaranteed Obligations in compliance with this Agreement.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party in accordance with Section 9.11 or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, (a Guarantor described in clause (i) or (ii), a “Released Guarantor”), such Subsidiary Released Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, shall be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such the Equity Interests of such Released Guarantor to the Collateral Agent pursuant to the Collateral Documents shall be automatically released. If, andin compliance with the #4865-3972-4350v17 terms and provisions of the Loan Documents, so any Excluded Domestic Subsidiary or any Foreign Subsidiary ceases to be directly owned by a Loan Party, then the Equity Interests of such Subsidiary shall be automatically released from any security interests created by the Loan Documents. So long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantorthe Borrower’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations Obligation (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan DocumentsAgreement. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, The Guarantee will remain in compliance effect with the terms and provisions of the Loan Documents, respect to (i) all or substantially all each of the Equity Interests Guarantors until the entire principal of and interest on the Notes to which the Guarantee relates and all other obligations under this Indenture shall have been paid in full, fully performed or property otherwise discharged in accordance with the provisions of such Notes and this Indenture (including through delivery of the full number of shares of Common Stock (or other Reference Property) (including the Additional Shares and any cash payable in lieu of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, fractional share) deliverable upon conversion of the Notes Outstanding) and all amounts owing to a person or persons, none of which is a Loan Party the Trustee hereunder have been paid or (ii) any Subsidiary a specific Guarantor, until such Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically has been released from its obligations pursuant to Section 9.02 or such Guarantor is no longer a guarantor under the Credit Agreement and is no longer required to provide a guarantee under the Credit Agreement; provided, however, that if the Notes are satisfied and discharged pursuant to Section 7.01, then upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Guarantor from its obligations under its Guarantee and this Article 13 have been complied with, such Guarantor shall be released and discharged of its obligations under the Guarantee and under this Agreement (including under Section 10.05 hereof) Article 13 without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations to pledge under the Guarantee endorsed on the Notes of a series and grant any Collateral owned by it pursuant to any Collateral Document and under this Article 13. Notwithstanding the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents foregoing, no Guarantor shall be automatically released, and, so long as released from its Guarantee if the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, Company would at such Subsidiary time be obligated to cause such Person to become a Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, Notwithstanding anything in compliance with Section 9.02(b) to the terms and provisions of the Loan Documentscontrary, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party or (iia) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (i) upon the consummation of any permitted transaction or series of related permitted transactions if as a result thereof such sale Subsidiary Guarantor ceases to be a Restricted Subsidiary (or transfer or upon becoming becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder) and/or (ii) upon the occurrence of the Termination Date and (b) any Subsidiary Guarantor that qualifies as an “Excluded Subsidiary, ” shall be automatically released from its obligations under this Agreement by the Administrative Agent promptly following the request therefor by the Lead Borrower; provided that (including under Section 10.05 hereofx) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent no release pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications foregoing clause (a)(i) or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release (b) shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement material Junior Indebtedness or any material Junior Financing with Lien Indebtedness and (y) no such release shall occur if such Subsidiary Guarantor becomes an Excluded Subsidiary as a principal amount in excess result of clause (a) of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans definition thereof unless such Subsidiary Guarantor ceases to be a Wholly-owned Subsidiary pursuant to a transaction where such Subsidiary Guarantor becomes a bona fide joint venture where the other Person obtaining an equity interest in such Subsidiary Guarantor is not an Affiliate of the Lead Borrower or other Obligations the Restricted Subsidiaries (other than obligations under Treasury Services Agreements as a result of such joint venture). In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfiedrelease; provided, and no Letter that, in connection with such documents requested by any Loan Party, upon the request of Credit remains outstanding (except any Letter the Administrative Agent, the Borrowers shall deliver a certificate of Credit a Responsible Officer certifying that the Outstanding Amount of which the Obligations related thereto relevant transaction has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put consummated in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate compliance with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement Agreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.23 shall be without recourse to or warranty by the Administrative Agent (other Loan Documents. The Collateral Agent shall, at each Guarantorthan as to the Administrative Agent’s expense, take authority to execute and deliver such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documentsdocuments).

Release of Guarantors. (a) If, in compliance with the terms and provisions of the Loan Documents, (i) all a Collateral Vessel, or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, (a “Transferred Guarantor”) to a person or personspersons (other than any Loan Party), none of which or a Withdrawn Vessel is withdrawn pursuant to a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded SubsidiaryCollateral Vessel Release Election, such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiarydesignation, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof11.03) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, in the case of the sale of all of the Equity Interests of the Transferred Guarantor or a Collateral Document and Vessel Release Election, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Security Documents shall be automatically released, and, and so long as the Borrower shall have previously provided the Agents Collateral Agent and the Administrative Agent such certifications or documents as any the Collateral Agent and/or the Administrative Agent shall reasonably request, the Administrative Collateral Agent shall take, and the Lenders hereby irrevocably authorize the Collateral Agent shallto take, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 7.09 in accordance with the relevant provisions of the Security Documents. (b) The Lenders hereby irrevocably authorize the Collateral DocumentsAgent to release a Subsidiary Guarantor and any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) that is sold or otherwise disposed of (to Persons other than any other Loan Party) upon the sale or other disposition thereof in compliance with Section 6.06, or withdrawn pursuant to a Collateral Vessel Release Election, (ii) with respect to a Collateral Vessel (and the Subsidiary Guarantor that owns such Collateral Vessel), following any prepayment under Section 2.10(b)(iv), (iii) in connection with any Flag Jurisdiction Transfer; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of requirements thereof are satisfied by the Threshold Amount. When all Commitments hereunder have terminated, relevant Loan Party and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreementsiv) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to the Collateral Vessels (and the Subsidiary Guarantors that own such Collateral Vessels), upon the payment in full in cash of the Revolving Facility and the expiration and termination of all Obligations, except with respect to Obligations that expressly survive such repayment Commitments thereunder (whether at the applicable Maturity Date or pursuant to a prepayment according with Section 2.10). (c) The Borrower may, in its discretion, following the terms release of any Liens pursuant to clauses (a) and (b) of this Agreement Section 7.09, wind up, liquidate or dissolve the other Loan Documents. The Collateral Agent shall, at each affairs of any Transferred Guarantor and/or Subsidiary Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party (or a Person that is required to become a Loan Party as a result of such sale or other transfer) or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiarytransfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Transferred Guarantor’s expense, take such actions as are necessary or reasonably requested to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that that, no such release Guarantor shall occur if be released from its obligations under the Guaranty as a result of becoming a non-wholly owned Subsidiary of Holdings unless the transaction resulting in such Guarantor continues to be becoming a guarantor in respect non-wholly-owned subsidiary of the Senior Notes, any ABL Credit Agreement or any Junior Financing Holdings is an arm’s-length transaction with a principal amount in excess of the Threshold AmountPerson other than an Affiliate. When all Aggregate Commitments hereunder have terminated, and all Loans or other Obligations have been paid in full (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are Agreements and contingent indemnification obligations not yet accrued and payable have been paid or satisfiedpayable) hereunder, and no Letter of Credit remains outstanding (except any Letter of Credit unless the Outstanding Amount of which the L/C Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put is in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary or is no longer a Restricted Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary or no longer a Restricted Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 11.11 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiarytransfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Transferred Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations Obligation (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan DocumentsAgreement. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, If at any time after the Closing Date and in compliance connection with the terms and provisions Guarantee of the any Loan Documents, Party in this Article VII (i) all or substantially all subject to the requirements of Section 5.11(c), in the Equity Interests or property case of a Foreign Subsidiary, the Administrative Agent (after consultation with Borrower) determines that in the case of any Subsidiary existing Guarantor, it would not be commercially reasonable for such Guarantor are sold to remain a Guarantor (taking into account the expense (including taxes), the ability of Borrower or otherwise transferred as permitted such Guarantor to obtain any necessary approvals or consents required to be obtained under this Agreementapplicable law (but have not been previously obtained) in connection therewith, to a person or persons, none of which is a Loan Party and the effectiveness and enforceability thereof under applicable law) or (ii) any Subsidiary Guarantor such Guarantee becomes an Excluded Subsidiaryillegal under applicable law and such Loan Party delivers to the Administrative Agent, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) Lenders and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant a legal opinion from its counsel to such effect, and no reasonable alternative structure can be devised having substantially the Collateral Documents shall same effect as the issuance of a Guarantee that would not be automatically releasedillegal under applicable law, andthen, so long as the Borrower shall have provided Senior Subordinated Note Guarantee of such Loan Party has been released or is contemporaneously released under the Agents such certifications or documents as any Agent shall reasonably requestSenior Subordinated Note Documents, in case of each of the Administrative Agent immediately preceding clauses (i) and (ii), the Collateral Agent shall, shall (at such Subsidiary Guarantor’s expense, the expense of Borrower) take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are action necessary to release any its security interest in that portion of the Security Agreement Collateral owned by such Guarantor in accordance with the relevant provisions (provided, however, that 65% of the Collateral DocumentsEquity Interests of such Guarantor (and 100% of the Equity Interests of any Domesticated Foreign Subsidiary) shall not be released from the Security Agreement Collateral)), and such Guarantor shall be released from its obligations in respect of the Guarantees in this Article VII (such Guarantor being hereinafter referred to as a “RELEASED GUARANTOR,” so long as it continues to be a Non-Guarantor Subsidiary), which release from such Guarantees, in the case of an event described in the immediately preceding clause (i), shall become effective as of the closing of the last day of the taxable year that immediately precedes the date that the Administrative Agent makes a determination described in such clause (i); provided that, such Released Guarantor shall continue to be subject to Section 5.11(b).

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, A Guarantor shall be released from its Obligations under this Guaranty (each a "Released Guarantor") (i) all or substantially upon the unconditional and full release of such Guarantor by the Required Lenders in a writing in form and substance satisfactory to the Required Lenders, provided that the Parent Guarantor shall not be released as a Guarantor without the consent of all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party Lenders or (ii) so long as no Event of Default has occurred and is continuing, automatically, without any further action on the part of the Lenders, upon the request of the Parent Guarantor and immediately prior to the release of such Guarantor as a guarantor of all Public Senior Debt of which such Guarantor is a guarantor, if such Guarantor is not a Material Subsidiary, as determined, if applicable, by reference to (A) the audited statement of financial performance and statement of cash flow of the Parent Guarantor for the fiscal year ended immediately prior to such date of determination, and (B) the unaudited statement of financial performance and statement of cash flow of such Guarantor for the Rolling Period ended on the last day of the fiscal quarter ended immediately prior to the date of determination, duly certified by the chief financial officer or deputy chief financial officer of the Parent Guarantor as having been prepared in accordance with generally accepted accounting principles applicable to the Parent Guarantor, which certificate shall also certify (x) the percentage of the Parent Guarantor's Consolidated operating income represented by such Guarantor and (y) that there are no other Material Subsidiaries of the Parent Guarantor or, to the extent that there are such Material Subsidiaries, such Material Subsidiaries shall be added as Guarantors pursuant to Section 5.01(j), provided that, if at any time and for any reason such Subsidiary Guarantor is deemed to be or otherwise becomes an Excluded Subsidiaryreinstated as a guarantor under any Public Senior Debt, such Subsidiary shall automatically be reinstated as a Guarantor shall, upon under this Guaranty without any further action on the consummation part of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsLenders.

Release of Guarantors. If(a) Upon receipt of a Request for Release duly executed by the Borrower and otherwise in form and substance acceptable to the Administrative Agent, certifying that (a) a Guarantor has ceased to be a Principal Subsidiary, (b) no Default or Event of Default has occurred CHAR1\1928876v8 and is then continuing, (c) the Guarantors (other than the Guarantors referred to in compliance clause (a) hereof), together with any Foreign Subsidiaries whose stock is pledged pursuant to Section 6.10, have revenues in the terms aggregate constituting at least seventy-five percent (75%) of the consolidated revenues of the Borrower and provisions its Subsidiaries for the Measurement Period, for which financial statements have been delivered pursuant to Section 6.01, and (d) that the representations and warranties of the Loan Documents, Parties contained in Article V hereof are (i) with respect to representations and warranties that contain a materiality qualification, true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects, the Administrative Agent may, by executing and delivering a Guarantor Release to the Borrower, release such Guarantor from its obligations. (b) Notwithstanding anything to the contrary contained in this Agreement or substantially any other Loan Document, on the first date after the Closing Date (such date, the “Release Date”) on which all of the Equity Interests following are concurrently satisfied: (i) the Borrower’s non-credit enhanced, senior unsecured long-term debt rating as determined by S&P is BBB– or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party or higher; (ii) the Borrower’s non-credit enhanced, senior unsecured long-term debt rating as determined by ▇▇▇▇▇’▇ is Baa3 or higher; (iii) all of the 2014 Notes shall have been repaid in full (or irrevocably defeased (in a manner reasonably acceptable to the Administrative Agent)) and the 2014 Note Purchase Agreement and all documentation entered into in connection therewith shall have been terminated (or irrevocably defeased (in a manner reasonably acceptable to the Administrative Agent)); and (iv) neither the Borrower nor any Subsidiary Guarantor becomes of its Subsidiaries provide, or are required at such time to provide, a guarantee with respect to any Debt in excess of an Excluded Subsidiary, such Subsidiary Guarantor shall, upon amount equal to the consummation greater of such sale or transfer or upon becoming an Excluded Subsidiary, (A) $200,000,000 and (B) 10% of the Consolidated Equity (determined as of the end of the most recently ended fiscal year for which financial statements have been delivered pursuant to Section 6.01(a)); then all Guarantors shall be automatically released from its obligations the Guaranty made under this Agreement Article X (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests or, with respect to the Collateral capital stock of any Foreign Subsidiary that is subject to a Lien in favor of the Administrative Agent pursuant to the Collateral Documents provisions of Section 6.10(a) in lieu of such Foreign Subsidiary becoming a Guarantor, the Administrative Agent’s Lien on such capital stock shall be automatically released), without the requirement for any further action by any Person and, so long at the request and sole expense of the Borrower, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such actions and execute and deliver to the applicable Loan Party such documents as the Borrower shall have provided may reasonably request to further document and evidence the Agents release of the Guarantors from their respective obligations under the Guaranty made under Article X (or the release of the Administrative Agent’s Lien on the capital stock of such certifications or documents Foreign Subsidiaries, as any Agent shall reasonably request, applicable). It is understood and agreed that the Administrative Agent and the Collateral Agent shallBorrower, at such Subsidiary Guarantor’s expensewithout the consent of any other party hereto, take such actions as are necessary to effect each release described in may amend this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents as may be necessary, desirable or appropriate, in the mutual reasonable opinion of the Administrative Agent and the guarantees made herein shall terminate with respect Borrower, to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to further document and evidence the terms of releases contemplated by this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsSection 11.23(b).

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person Person or persons, Persons none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded SubsidiarySubsidiary (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (i), a “Transferred Guarantor”), such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiaryother transaction, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release described in this Section 11.10 11.09 in accordance with the relevant provisions of the Collateral Documents; provided provided, that no such release Guarantor shall occur be released as provided in this paragraph if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or Indebtedness incurred pursuant to Section 7.03(r), the Existing Notes, any Permitted First Priority Refinancing Debt, any Permitted Junior Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Junior Financing with a principal amount in excess or any Permitted Refinancing of any of the Threshold Amountforegoing. When all Commitments hereunder have terminatedterminated (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Term Loan Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made), and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) Obligation hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsAgreement.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Credit Documents, (i) all any Guarantor ceases to be a Restricted Subsidiary or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded SubsidiarySubsidiary as a result of a transaction or designation permitted hereunder (any such Guarantor, a “Transferred Guarantor”), such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, shall be automatically released from its obligations under this Agreement (including under Section 10.05 11.04 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents Administrative Agent and Collateral Agent such certifications or documents as any such Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release described in this Section 11.10 4.09 in accordance with the relevant provisions of the Collateral Documents; provided provided, however, that the release of any Subsidiary Guarantor from its obligations under this Agreement if such Subsidiary Guarantor becomes an Excluded Subsidiary shall only be permitted if at the time such Subsidiary Guarantor becomes an Excluded Subsidiary of such type (1) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrower is deemed to have made a new Investment in such Person (as if such Person were then newly acquired) and such Investment is permitted at such time and (2) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with the preceding clause (1); provided, further, that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of the Senior Notesany Incremental Equivalent Debt, any ABL Credit Agreement Refinancing Equivalent Debt or any Junior Financing with a principal amount Permitted Refinancing in excess respect of any of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documentsforegoing.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Lead Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement Secured Notes or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements, Secured Hedge Agreements or Secured Hedge AgreementsBilateral Letter of Credit Facilities) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit or Performance Letter of Credit remains outstanding (except any Letter of Credit or Performance Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer or Performance L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person Person or persons, Persons none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded SubsidiarySubsidiary (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (i), a “Transferred Guarantor”), such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiaryother transaction, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release described in this Section 11.10 11.09 in accordance with the relevant provisions of the Collateral Documents; provided provided, that no such release Guarantor shall occur be released as provided in this paragraph if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement Indebtedness incurred pursuant to Section 7.03(s) or (x), or any Junior Financing with a principal amount in excess Permitted Refinancing of any of the Threshold Amountforegoing. When all Commitments hereunder have terminatedterminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under ABL Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made and (C) obligations and liabilities under ABL Secured Treasury Services Agreements as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made), and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) Obligation hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsAgreement.

Release of Guarantors. If(a) Concurrently with any consolidation, amalgamation or merger of a Guarantor or any conveyance, transfer or lease of the property of a Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 14.03 hereof, and upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such consolidation, amalgamation, merger, conveyance, transfer or lease was made in accordance with Section 13.03 hereof, the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIV. Any Guarantor not released from its obligations under its Guarantee endorsed on the Securities and under this Article XIV shall remain liable for the full amount of principal of (and premium, if any) and interest on the Securities of a series as to which it is a Guarantor and for the other obligations of a Guarantor under its Guarantee endorsed on such Securities and under this Article XIV. (b) Concurrently with the defeasance of the Securities under Section 13.02 hereof, the Guarantors shall be released from all of their obligations under their Guarantees endorsed on the Securities and under this Article XIV, without any action on the part of the Trustee or any Holder of Securities. (c) Upon the sale or disposition (by merger or otherwise) of any Guarantor by the Company or any Restricted Subsidiary of the Company constituting an asset sale permitted under the terms of the Securities of any series to a Person other than the Company or a Guarantor of the Company and which is otherwise in compliance with the terms of this Indenture and provisions the terms of the Loan DocumentsSecurities of such series, (i) such Guarantor shall automatically be released from all or substantially all obligations under its Guarantees endorsed on the Securities of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted such series and under this AgreementArticle XIV, to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation provided that all other obligations of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions Indebtedness of the Collateral DocumentsCompany or any Subsidiary of the Company shall also terminate upon such transaction.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person Person or persons, Persons none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded SubsidiarySubsidiary (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (i), a “Transferred Guarantor”), such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiaryother transaction, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release described in this Section 11.10 11.09 in accordance with the relevant provisions of the Collateral Documents; provided provided, that no such release Guarantor shall occur be released as provided in this paragraph if (i) such Guarantor continues to be a guarantor in respect of any Indebtedness incurred pursuant to Section 7.03(r), the Senior 2028 Notes, the 2031 Notes, any ABL Credit Agreement or Permitted First Priority Refinancing Debt, any Permitted Junior Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Junior Financing with a principal amount in excess or any Permitted Refinancing of any of the Threshold Amountforegoing or (2) such Guarantor becomes an Excluded Subsidiary solely under clause (a) of the definition of “Excluded Subsidiary” unless at the time such Guarantor ceases to be a Restricted Subsidiary that is a wholly owned Restricted Subsidiary, the primary purpose (as reasonably determined by the Borrower) of such transaction was not to evade the guarantee required pursuant to this Agreement. When all Commitments hereunder have terminatedterminated (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Term Loan Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made), and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) Obligation hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsAgreement.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person Person or persons, Persons none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded SubsidiarySubsidiary (any such Guarantor, and any Guarantor referred to in clause (i), a “Transferred Guarantor”), such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiaryother transaction, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided provided, that no such release Guarantor shall occur be released as provided in this paragraph if such Guarantor continues to be a guarantor in respect of the Senior Notesany Indebtedness incurred pursuant to Section 7.03(o), any ABL Credit Agreement or Permitted Additional Debt, any Junior Financing with a principal amount in excess or any Permitted Refinancing of any of the Threshold Amountforegoing. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees Guarantees made herein shall automatically terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsAgreement.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person Person or persons, Persons none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded SubsidiarySubsidiary (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (i), a “Transferred Guarantor”), such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiaryother transaction, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as are necessary to effect each release described in this Section 11.10 11.09 in accordance with the relevant provisions of the Collateral Documents; provided provided, that no such release Guarantor shall occur be released as provided in this paragraph if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or Indebtedness incurred pursuant to Section 7.03(r), the Existing2021 Notes, the 2024 Notes, any Permitted First Priority Refinancing Debt, any Permitted Junior Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Junior Financing with a principal amount in excess or any Permitted Refinancing of any of the Threshold Amountforegoing. When all Commitments hereunder have terminatedterminated (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Term Loan Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made), and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) Obligation hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsAgreement.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiarytransfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower BorrowerCompany shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Transferred Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations Obligation (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan DocumentsAgreement. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor (or the parent company of any Guarantor) are sold or otherwise transferred as permitted under this Agreement, such that such Guarantor no longer constitutes a Subsidiary (a “Transferred Guarantor”) to a person or persons, none of which is Holdings or a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiarytransfer, be automatically released from its obligations under this Agreement (including under Section 10.05 10.03 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Security Document and the pledge of such Equity Interests to the Collateral Security Agent pursuant to the Collateral Security Documents shall be automatically released, and, so long as the Borrower Holdings shall have provided the Agents such certifications or documents as any Agent shall reasonably requestrequest in order to demonstrate compliance with this Agreement, the Administrative Security Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, shall take such actions as promptly as practicable (and in any event within 30 days after notice to the Security Agent of such transfer) as are necessary or otherwise reasonably requested by Holdings to effect each release described in this Section 11.10 7.09 in accordance with the relevant provisions of the Collateral Security Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, . Notwithstanding any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms provision of this Agreement to the contrary, the release of any Swedish Transaction Security shall always be subject to the prior written consent of the Security Agent (such consent not to be unreasonably withheld or delayed but always granted at the other Loan Documents. The Collateral Security Agent’s sole discretion), unless (a) the proceeds of the disposal of the assets secured or charged are to be paid to the Security Agent shall, at each Guarantor’s expense, take such actions as and are necessary applied in prepayments of amounts outstanding under this Agreement or (b) the proceeds of the disposal are to release any Collateral owned by such Guarantor be reinvested under and in accordance with Section 2.12(c) and (i) pending such reinvestment, are deposited in an interest-bearing blocked account in the relevant provisions name of the Collateral Documentsreleased Loan Party held with the Security Agent (or another Lender) over which a security interest is granted in favor of the Security Agent on substantially the same terms as the released Swedish Transaction Security and (ii) a security interest is granted in favor of the Security Agent in the assets that are being reinvested in on substantially the same terms as the released Swedish Transaction Security.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, 4849-7283-2717 264 so long as the Lead Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If(a) Concurrently with any consolidation or merger of a Subsidiary Guarantor or any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred each case as permitted under this Agreementby Section 1303, and upon delivery by the Company to a person the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such consolidation, merger, sale or personsconveyance was made in accordance with Section 1303, none the Trustee shall execute any documents reasonably required in order to evidence the release of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon from its obligations under its Subsidiary Guarantees endorsed on the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically Securities and under this Article Thirteen. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantees endorsed on the Securities and under this Agreement Article Thirteen shall remain liable for the full amount of principal of (including and premium, if any) and interest on the Securities and for the other obligations of a Subsidiary Guarantor under its Subsidiary Guarantees endorsed on the Securities and under this Article Thirteen. (b) Concurrently with the defeasance of the Securities under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and 1202 or the pledge covenant defeasance of such Equity Interests to the Collateral Agent pursuant to Securities under Section 1203, the Collateral Documents Guarantors shall be automatically released, and, so long as released from all of their obligations under their Senior Subordinated Guarantees endorsed on the Borrower shall have provided Securities and under this Article Thirteen. (c) Upon the Agents such certifications or documents as consummation of any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be transaction (whether involving a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans sale or other Obligations (other than obligations under Treasury Services Agreements disposition of securities, a merger, a designation as an Unrestricted Subsidiary or Secured Hedge Agreementsotherwise) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except whereby any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory Subsidiary Guarantor ceases to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.be

Release of Guarantors. If(a) A Loan Party shall automatically be released from its obligations under the Loan Documents (1) upon the consummation of any transaction or designation permitted by this Agreement as a result of which such Loan Party ceases to be a Restricted Subsidiary (including pursuant to a permitted merger or amalgamation with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or becomes an Excluded Subsidiary or (2) upon the request of the Borrower, in compliance connection with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as a transaction permitted under this Agreement, to as a person or persons, none result of which is a such Loan Party ceases to be a wholly owned Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. (b) Upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent amounts not yet due) under any Loan Document have been paid in full and all Letters of Credit have expired or been terminated (unless such Letters of Credit have been (i) cash collateralized in an amount equal to 103% of Letter of Credit Usage at such time on terms reasonably satisfactory to the applicable Issuing Bank, (ii) any Subsidiary Guarantor becomes backstopped by a letter of credit in form, amount and substance and by an Excluded Subsidiaryinstitution reasonably satisfactory to the applicable Issuing Bank or (iii) deemed reissued under another facility reasonably acceptable to the applicable Issuing Bank), such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its all obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Loan Documents shall be automatically released. (c) In connection with any termination or release pursuant to this Section 10.17, andthe Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower or the applicable Loan Party shall have provided the Agents Administrative Agent such certifications or documents as any the Administrative Agent shall reasonably requestrequest in order to demonstrate compliance with this Agreement. (d) Each of the Lenders and the Issuing Bank irrevocably authorizes the Administrative Agent to provide any release or evidence of release, termination or subordination contemplated by this Section 10.17. (e) In the event that (i) all the Equity Interests in any Guarantor are sold, transferred or otherwise disposed of to a Person other than the Borrower or its Restricted Subsidiaries in a transaction permitted under this Agreement, (ii) a Guarantor ceases to be a Material Domestic Subsidiary or (iii) a Guarantor would become an Excluded Subsidiary upon the consummation of any transaction permitted hereunder, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantorthe Borrower’s expense, promptly take such actions action and execute such documents as are necessary the Borrower may reasonably request to effect each release described in this Section 11.10 in accordance with terminate the relevant provisions Guaranty of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, If at any time after the Closing Date and in compliance connection with the terms and provisions Guarantee of the any Loan Documents, Party in this Article VII (i) all or substantially all subject to the requirements of Section 5.11(c), in the Equity Interests or property case of a Foreign Subsidiary, the Administrative Agent (after consultation with Borrower) determines that in the case of any Subsidiary existing Guarantor, it would not be commercially reasonable for such Guarantor are sold to remain a Guarantor (taking into account the expense (including taxes), the ability of Borrower or otherwise transferred as permitted such Guarantor to obtain any necessary approvals or consents required to be obtained under this Agreementapplicable law (but have not been previously obtained) in connection therewith, to a person or persons, none of which is a Loan Party and the effectiveness and enforceability thereof under applicable law) or (ii) any Subsidiary Guarantor such Guarantee becomes an Excluded Subsidiaryillegal under applicable law and such Loan Party delivers to the Administrative Agent, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) Lenders and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant a legal opinion from its counsel to such effect, and no reasonable alternative structure can be devised having substantially the Collateral Documents shall same effect as the issuance of a Guarantee that would not be automatically releasedillegal under applicable law, andthen, so long as the Borrower shall have provided Senior Subordinated Note Guarantee of such Loan Party has been released or is contemporaneously released under the Agents such certifications or documents as any Agent shall reasonably requestSenior Subordinated Note Documents, in case of each of the Administrative Agent immediately preceding clauses (i) and (ii), the Collateral Agent shall, shall (at such Subsidiary Guarantor’s expense, the expense of Borrower) take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are action necessary to release any its security interest in that portion of the Security Agreement Collateral owned by such Guarantor in accordance with the relevant provisions (provided, however, that 65% of the Collateral DocumentsEquity Interests of such Guarantor (and 100% of the Equity Interests of any Domesticated Foreign Subsidiary) shall not be released from the Security Agreement Collateral)), and such Guarantor shall be released from its obligations in respect of the Guarantees in this Article VII (such Guarantor being hereinafter referred to as a "RELEASED GUARANTOR," so long as it continues to be a Non-Guarantor Subsidiary), which release from such Guarantees, in the case of an event described in the immediately preceding clause (i), shall become effective as of the closing of the last day of the taxable year that immediately precedes the date that the Administrative Agent makes a determination described in such clause (i); provided that, such Released Guarantor shall continue to be subject to Section 5.11(b).

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiarytransfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower Company shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Transferred Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations Obligation (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan DocumentsAgreement. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a person Person or persons, Persons none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded SubsidiarySubsidiary (any such Guarantor, and any Guarantor referred to in clause (i), a “Transferred Guarantor”), such Subsidiary Transferred Guarantor shall, upon (x) the consummation of such sale or transfer or upon other transaction or (y) becoming an Excluded SubsidiarySubsidiary pursuant to clause (e) of the definition thereof, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expensethe cost and direction of the Borrower, take such actions as are reasonably necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided provided, that no such release Guarantor shall occur be released as provided in this paragraph if such Guarantor continues to be a guarantor in respect of the Senior Notesany Indebtedness incurred pursuant to Section 7.03(o), any ABL Credit Agreement Permitted Additional Debt, any Junior Financing, any Tranche B-2 Term Loan Facility Indebtedness, UST Tranche B Term Loan Facility Indebtedness or any Junior Financing with a principal amount in excess Permitted Refinancing of any of the Threshold Amountforegoing. Notwithstanding anything herein to the contrary, if any Guarantor becomes an Excluded Subsidiary pursuant to clause (a) of the definition of Excluded Subsidiary, such Guarantor shall only be permitted to be released from its Guarantee so long as the fair market value of any and all Investments then held by the Loan Parties in such Person are permitted as an Investment under Section 7.02(c)(iii) and Section 7.02(p) at the time such Person becomes an Excluded Subsidiary pursuant to clause (a) of the definition of “Excluded Subsidiary”. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees Guarantees made herein shall automatically terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral DocumentsAgreement.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Transferred Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiarytransfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower Company shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Transferred Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations Obligation (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents Agreement and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan DocumentsAgreement. The Collateral Agent shall, at each Guarantor’s expense, take such actions as are LEGAL02/43062751v1 necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If(a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in compliance connection with the terms and provisions of any disposition permitted by the Loan Documents, the Administrative Agent shall (iwithout notice to, or vote or consent of, any Lender) all or substantially all of the Equity Interests or property take such actions as shall be required to release any guarantee obligations under any Loan Document of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreementbeing disposed of in such disposition, to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the extent necessary to permit consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 disposition in accordance with the relevant provisions of Loan Documents. (b) Notwithstanding anything to the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, any ABL Credit Agreement contrary contained herein or any Junior Financing other Loan Document, when the principal and interest with a principal amount in excess of the Threshold Amount. When respect to all Commitments hereunder have terminated, Loans and all Loans or other monetary payment Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued then due and payable have been paid in full, all Commitments have terminated or satisfied, expired and no Letter of Credit remains outstanding (except any Letter shall be outstanding, upon request of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this AgreementBorrower, the other Loan Documents and the guarantees made herein Administrative Agent shall terminate with respect to all Obligations(without notice to, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shallvote or consent of, at each Guarantor’s expense, any Lender) take such actions as are necessary shall be required to release all guarantee obligations under any Collateral owned by Loan Document of any Guarantor. Any such Guarantor release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if within 180 days after such release (or such longer period under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in accordance with the relevant provisions effect during which any payment in respect of the Collateral DocumentsGuaranteed Obligations guaranteed thereby can be annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid) any portion of any payment in respect of the Guaranteed Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Subsidiary Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Subsidiary Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made; provided, however, that any such reinstated guarantee shall be released immediately upon the Guaranteed Obligations being indefeasibly paid in full.