Common use of Collateral and Guarantee Matters Clause in Contracts

Collateral and Guarantee Matters. Each of the Lenders irrevocably authorizes and instructs the Administrative Agent and Collateral Agent at their option and in their discretion (without any further consent of any Lender or any other Secured Party): (a) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document (i) upon termination of the Commitments of the Lenders under this Agreement and all Secured Obligations having been Paid in Full, (ii) that is sold or otherwise disposed of (other than to a Credit Party) in a transaction not prohibited hereunder or (A) to be sold or otherwise disposed of as part of or (B) in connection with any conveyance, sale, transfer or other disposition not prohibited hereunder or under any other Loan Document or so that a Lien may be granted (or continue to subsist) over such property that is not prohibited by (and subject to any conditions in) Section 6.02(c), (d), (f), (i), (k), (l), (m), (s), (t), (u), (w), (x), (z), (bb), (cc) and (dd), (iii) in connection with the permitted designation of any Restricted Subsidiary as an Unrestricted Subsidiary, (iv) so that a Lien may be granted (or continue to subsist) that is permitted by clauses (c), (k), (m), (z), (aa), (ee) or (hh) of Section 6.02 in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on the applicable property encumbered thereby, (v) on property that is or becomes Excluded Property, (vi) subject to Section 10.02, if approved, authorized or ratified in writing by the Required Lenders, and (vii) in accordance with Section 10.02(c), and in each case of the foregoing clauses (i) through (vii), the Administrative Agent and the Collateral Agent in connection with a request for release of any such Liens upon request of the Borrower Agent shall execute and deliver any documentation necessary or reasonably requested (at the Borrowers’ reasonable expense) by the Borrower Agent to evidence or effectuate the release of such Liens upon request by the Borrower Agent, if the Borrower Agent shall in each case have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower Agent certifying (w) that such Lien to be released is not required to remain in place pursuant to the terms of this Agreement, (x) in the case of clause (iii) or (iv) above, that such Lien referred to in such clauses is permitted under the applicable clause of Section 6.02 set forth in clause (iii) or (iv) above, (y) in the case of a request in respect of clause (iv) of this sentence, that the contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property, and (z) in the case of a request in respect of clause (v) of this sentence, that (A) such property is or has become Excluded Property and (B) if such property has become Excluded Property as a result of a contractual restriction, such restriction does not violate Section 6.11; (b) subject to Section 6.10, to subordinate any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document to the holder of any Lien on such property that is not prohibited from ranking senior to the Liens securing the Secured Obligations incurred pursuant to Section 6.02(b) (to the extent the relevant Lien is of the type to which the Lien of the Collateral Agent is otherwise subordinated under this clause (b)), (c), (d), (f), (g), (h), (j), (k), (l), (m), (s), (t), (v), (w), (z), (bb), (dd) or (hh); provided that the subordination of any Lien on any property granted to or held by the Collateral Agent shall only occur with respect to any Lien on such property that is permitted by Section 6.02(b), (j) and/or (k) to the extent that the Lien of the Collateral Agent with respect to such property is required to be subordinated to the relevant Lien permitted under Section 6.02 in accordance with the documentation governing the Indebtedness that is secured by such permitted Xxxx; (c) to release any Guarantor from its obligations under its Guarantee if such Person (x) ceases to be a Restricted Subsidiary as a result of a transaction not prohibited under the Loan Documents (including, without limitation, in accordance with Section 10.02(c)) or (y) becomes an Excluded Subsidiary (including, for the avoidance of doubt, (1) a Restricted Subsidiary that ceases to be a “Material Subsidiary” and/or (2) an Excluded Subsidiary that had become a Guarantor in accordance with the last proviso to the definition of “Excluded Subsidiary” and, at a time when no Default or Event of Default exists or results therefrom, is re-designated as an Excluded Subsidiary in accordance with the last proviso to the definition of “Excluded Subsidiary”); provided, that the release of any Subsidiary Guarantor from its obligations under the Loan Documents solely as a result of such Subsidiary Guarantor becoming an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if, at the time such Subsidiary Guarantor becomes such an Excluded Subsidiary, such Subsidiary Guarantor so becomes such an Excluded Subsidiary as a result of a joint venture or other strategic transaction permitted hereunder entered into for a bona fide operating business purpose and such transaction is consummated on an arms’ length basis; and (d) to enter into the Intercreditor Agreement, any Pari Intercreditor Agreement or any Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) (including, without limitation, those consistent with either (x) the terms of Exhibits I or N or (y) any other terms set forth in this Agreement, or those that are Otherwise Acceptable) (or, in each case, any amendment or modification thereto or restatement, replacement or waiver thereof) in connection with any refinancing facilities or notes (including, without limitation, Permitted Pari Passu Refinancing Debt, Permitted Junior Refinancing Debt and Permitted Unsecured Refinancing Debt), Incremental Facilities, Permitted Incremental Equivalent Debt or other obligations not prohibited hereunder (including, for the avoidance of doubt, any Indebtedness secured by Liens in reliance on clauses (n), (q) and (x) of Section 6.02) and that if any such Intercreditor Agreement, Pari Intercreditor Agreement or Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) (or, in each case, any such amendment or modification thereto or restatement thereof) is (1) substantially in the form of Exhibit I or Exhibit N, as applicable, without changes thereto that are materially adverse to the Administrative Agent or the Lenders (in their capacities as such), or (2) Otherwise Acceptable, the Lenders shall be deemed to have agreed that the Administrative Agent’s or the Collateral Agent’s entry into such Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) is reasonable and to have consented to such Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement or subordination agreement (or, in each case, any such amendment or modification thereto or restatement thereof) and such Agent’s execution thereof. The Secured Parties expressly and irrevocably agree that (x) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower Agent as to whether any Indebtedness or Liens are not prohibited hereby, and (y) any Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) entered into by the Administrative Agent and/or the Collateral Agent with respect to shall be binding on the Secured Parties, and each of the Secured Parties hereby expressly and irrevocably agrees that it will take no actions contrary to the provisions of, if entered into and applicable, any Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall). Notwithstanding the foregoing, nothing herein shall permit subordination of Secured Obligations other than as set forth in Section 9.10(b). The foregoing provisions of this Section 9.10 are intended as an inducement to any provider of any Indebtedness or other obligations not prohibited by this Agreement to extend credit to the Credit Parties and such persons are intended third-party beneficiaries of such provisions. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s irrevocable authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under its Guarantee pursuant to this Section 9.10, and the Administrative Agent shall be entitled to refrain from taking any such action until it receives such written confirmation from the Required Lenders. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably instructs the Administrative Agent to), at the Borrowers’ expense, promptly execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to (i) evidence the release of any such item of Collateral from the assignment and security interest granted under the Security Documents (including the filing of termination statements or the return of pledged collateral) or (ii) to subordinate its interest in any such item, or to release any such Guarantor from its obligations under its Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 9.10; it being acknowledged and agreed by each Lender that the Administrative Agent and/or Collateral Agent, in each case in its capacity as such, shall have no liability with respect to taking such actions to evidence such release. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate (including any certificate described in the immediately following sentence) prepared by any Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Each of the Secured Parties irrevocably authorizes and directs the Administrative Agent to rely on any certificate of a Responsible Officer of the Borrower Agent to the effect that a release of Collateral is in compliance with the Loan Documents, without independent investigation, and release its interests in any Collateral or release any Guarantor from its obligations under the Loan Documents pursuant to this Section 9.10 (including, in each case of the foregoing, by filing applicable termination statements and/or returning pledged Collateral). Any such certificate shall be conclusive and binding.

Collateral and Guarantee Matters. Each of the Lenders Secured Parties by accepting the benefits of the Security Documents and each Issuing Bank irrevocably authorizes and instructs authorize the Administrative Agent and Collateral Agent Agent, at their its option and in their discretion (without any further consent of any Lender or any other Secured Party):its discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document (i) upon termination of the Commitments of all Lenders and payment in full of all Obligations (other than (A) obligations pursuant to clauses (b), (c) and (d) of the Lenders under this defined term “Obligations” in the U.S. Collateral Agreement and (B) contingent indemnification obligations) and the expiration or termination of all Secured Obligations having Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank shall have been Paid in Fullmade), (ii) that is sold or otherwise disposed of (other than to a Credit Party) in a transaction not prohibited hereunder or (A) to be sold or otherwise disposed of as part of or (B) in connection with any conveyance, sale, transfer or other disposition not prohibited sale permitted hereunder or under any other Loan Document Document, or so that a Lien may be granted (or continue to subsist) over such property that is not prohibited by (and subject to any conditions in) Section 6.02(c), (d), (f), (i), (k), (l), (m), (s), (t), (u), (w), (x), (z), (bb), (cc) and (dd), (iii) in connection with the permitted designation of any Restricted Subsidiary as an Unrestricted Subsidiary, (iv) so that a Lien may be granted (or continue to subsist) that is permitted by clauses (c), (k), (m), (z), (aa), (ee) or (hh) of Section 6.02 in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on the applicable property encumbered thereby, (v) on property that is or becomes Excluded Property, (vi) subject to Section 10.02, if approved, authorized or ratified in writing by the Required Lenders, and (vii) in accordance with Section 10.02(c), and in each case of 9.08; (b) to release any Loan Party (other than a Borrower) from its obligations under the foregoing clauses (i) through (vii), the Administrative Agent and the Collateral Agent in connection with a request for release of any Security Documents if such Liens upon request of the Borrower Agent shall execute and deliver any documentation necessary or reasonably requested (at the Borrowers’ reasonable expense) by the Borrower Agent to evidence or effectuate the release of such Liens upon request by the Borrower Agent, if the Borrower Agent shall in each case have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower Agent certifying (w) that such Lien Person ceases to be released is not required to remain in place pursuant to the terms of this Agreement, (x) in the case of clause (iii) or (iv) above, that such Lien referred to in such clauses is permitted under the applicable clause of Section 6.02 set forth in clause (iii) or (iv) above, (y) in the case of a request in respect of clause (iv) of this sentence, that the contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property, and (z) in the case of a request in respect of clause (v) of this sentence, that (A) such property is or has become Excluded Property and (B) if such property has become Excluded Property Subsidiary as a result of a contractual restriction, such restriction does not violate Section 6.11transaction permitted hereunder; (bc) subject to Section 6.10, to subordinate any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document to the holder of any Lien on such property that is not prohibited from ranking senior to the Liens securing the Secured Obligations incurred pursuant to Section 6.02(b) (to the extent the relevant Lien is of the type to which the Lien of the Collateral Agent is otherwise subordinated under this clause (b)), (c), (d), (f), (g), (h), (j), (k), (l), (m), (s), (t), (v), (w), (z), (bb), (dd) or (hh); provided that the subordination of any Lien on any property granted to or held by the Collateral Agent shall only occur with respect to any Lien on such property that is permitted by Section 6.02(b6.02(j), (j) and/or (k) to the extent that the Lien of the Collateral Agent with respect to such property is required to be subordinated to the relevant Lien permitted under Section 6.02 in accordance with the documentation governing the Indebtedness that is secured by such permitted Xxxx; (c) to release any Guarantor from its obligations under its Guarantee if such Person (x) ceases to be a Restricted Subsidiary as a result of a transaction not prohibited under the Loan Documents (including, without limitation, in accordance with Section 10.02(c)) or (y) becomes an Excluded Subsidiary (including, for the avoidance of doubt, (1) a Restricted Subsidiary that ceases to be a “Material Subsidiary” and/or (2) an Excluded Subsidiary that had become a Guarantor in accordance with the last proviso to the definition of “Excluded Subsidiary” and, at a time when no Default or Event of Default exists or results therefrom, is re-designated as an Excluded Subsidiary in accordance with the last proviso to the definition of “Excluded Subsidiary”); provided, that the release of any Subsidiary Guarantor from its obligations under the Loan Documents solely as a result of such Subsidiary Guarantor becoming an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if, at the time such Subsidiary Guarantor becomes such an Excluded Subsidiary, such Subsidiary Guarantor so becomes such an Excluded Subsidiary as a result of a joint venture or other strategic transaction permitted hereunder entered into for a bona fide operating business purpose and such transaction is consummated on an arms’ length basis; and (d) to enter into the First Lien Intercreditor Agreement and/or the Junior Lien Intercreditor Agreement, upon the incurrence of any Pari Intercreditor Agreement or any Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment Future Secured Notes incurred pursuant to this Agreement, or any other applicable agreement, including or modifying a payment waterfallSection 6.01(v) (including, without limitation, those consistent with either (xand permitted to be secured under Section 6.02(b)(ii) the terms of Exhibits I or N or (y) any other terms set forth in this Agreement, or those that are Otherwise Acceptable) (or, in each case, any amendment or modification thereto or restatement, replacement or waiver thereof) in connection with any refinancing facilities or notes (including, without limitation, Permitted Pari Passu Refinancing Debt, Permitted Junior Refinancing Debt and Permitted Unsecured Refinancing Debtiii), Incremental Facilities, Permitted Incremental Equivalent Debt or other obligations not prohibited hereunder (including, for the avoidance of doubt, any Indebtedness secured by Liens in reliance on clauses (n), (q) and (x) of Section 6.02) and that if any such Intercreditor Agreement, Pari Intercreditor Agreement or Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) (or, in each case, any such amendment or modification thereto or restatement thereof) is (1) substantially in the form of Exhibit I or Exhibit N, as applicable; provided that the U.S. Borrower shall have provided, without changes thereto that are materially adverse to and the Administrative Agent shall be entitled to rely upon, an officer’s certificate by a Financial Officer to the effect that such Future Secured Notes are permitted to be incurred under Section 6.01(v) and permitted to be secured under 6.02(b)(ii) or the Lenders (in their capacities as suchiii), or (2) Otherwise Acceptable, the Lenders shall be deemed to have agreed that the Administrative Agent’s or the Collateral Agent’s entry into such Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) is reasonable and to have consented to such Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement or subordination agreement (or, in each case, any such amendment or modification thereto or restatement thereof) and such Agent’s execution thereof. The Secured Parties expressly and irrevocably agree that (x) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower Agent as to whether any Indebtedness or Liens are not prohibited hereby, and (y) any Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) entered into by the Administrative Agent and/or the Collateral Agent with respect to shall be binding on the Secured Parties, and each of the Secured Parties hereby expressly and irrevocably agrees that it will take no actions contrary to the provisions of, if entered into and applicable, any Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall). Notwithstanding the foregoing, nothing herein shall permit subordination of Secured Obligations other than as set forth in Section 9.10(b). The foregoing provisions of this Section 9.10 are intended as an inducement to any provider of any Indebtedness or other obligations not prohibited by this Agreement to extend credit to the Credit Parties and such persons are intended third-party beneficiaries of such provisions. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s irrevocable authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor Loan Party from its obligations under its Guarantee the Security Documents pursuant to this Section 9.10, and the Administrative Agent shall be entitled to refrain from taking any such action until it receives such written confirmation from the Required Lenders8.10. In each case as specified in this Section 9.108.10, the Administrative Agent will (and each Lender irrevocably instructs the Administrative Agent to)will, at the Borrowers’ Borrower’s expense, promptly execute and deliver to the applicable Credit Loan Party such documents as such Credit Loan Party may reasonably request to (i) evidence the release of any such item of Collateral from the assignment and security interest granted under the Security Collateral Documents (including the filing of termination statements or the return of pledged collateral) or (ii) to subordinate its interest in any such item, or to release any such Guarantor Loan Party from its obligations under its Guaranteethe Security Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.10; it being acknowledged and agreed by each Lender that the Administrative Agent and/or Collateral Agent, in each case in its capacity as such, shall have no liability with respect to taking such actions to evidence such release. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate (including any certificate described in the immediately following sentence) prepared by any Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Each of the Secured Parties irrevocably authorizes and directs the Administrative Agent to rely on any certificate of a Responsible Officer of the Borrower Agent to the effect that a release of Collateral is in compliance with the Loan Documents, without independent investigation, and release its interests in any Collateral or release any Guarantor from its obligations under the Loan Documents pursuant to this Section 9.10 (including, in each case of the foregoing, by filing applicable termination statements and/or returning pledged Collateral). Any such certificate shall be conclusive and binding8.10.

Collateral and Guarantee Matters. Each of the Lenders irrevocably authorizes and instructs the Administrative Agent and Collateral Agent at their option and in their discretion (without any further consent of any Lender or any other Secured Party): (a) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document (i) upon termination of the Commitments of the Lenders under this Agreement and payment in full of all Secured Obligations having been Paid in Full(other than contingent indemnification obligations and unasserted expense reimbursement obligations), (ii) that is sold or otherwise disposed of (other than to a Credit Party) in a transaction not prohibited hereunder or (A) to be sold or otherwise disposed of as part of or (B) in connection with any conveyance, sale, transfer or other disposition not prohibited hereunder or under any other Loan Document or so that a Lien may be granted (or continue to subsist) over such property that which is (including as to priority) not prohibited by (and subject to any conditions in) Section 6.02(c), (d), (f), (i), (k), (l), (m), (s), (t), (u), (w), (x), (z), (bb), (cc) and (dd), (iii) in connection with the permitted designation of any Restricted Subsidiary as an Unrestricted Subsidiary, (iv) so that a on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien may be granted (or continue to subsist) on such property that is permitted not prohibited by clauses (c), (k), (m), (z), (aa) (but with respect to Indebtedness incurred pursuant to Section 6.01(u), (eeonly Indebtedness secured by Liens on specific assets rather than “all assets” of the Credit Parties) or (hhee) of Section 6.02 in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on the applicable property encumbered therebysuch property, (v) on property that is or becomes Excluded Property, (vi) subject to Section 10.02, if approved, authorized or ratified in writing by the Required Lenders, Lenders and (vii) in accordance with Section 10.02(c), ) and in each case of the foregoing clauses (i) through (vii), the Administrative Agent and the Collateral Agent in connection with a request for shall release of any such Liens upon request of the Borrower Agent shall execute and deliver Borrower, if prior to any documentation necessary or reasonably requested (at the Borrowers’ reasonable expense) by such request, the Borrower Agent to evidence or effectuate the release of such Liens upon request by the Borrower Agent, if the Borrower Agent shall have in each case have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower Agent certifying (w) that such Lien to be released is not required to remain in place pursuant to the terms of this Agreement, (x) in the case of a request pursuant to clause (iii) or (iv) aboveof this sentence, that such Lien referred to in such clauses is permitted not prohibited under the applicable clause of Section 6.02 set forth in clause (iii) or (iv) abovethis Agreement, (y) in the case of a request in respect of pursuant to clause (iv) of this sentence, that the contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property, property and (z) in the case of a request in respect of pursuant to clause (v) of this sentence, that (A) such property is or has become Excluded Property and (B) if such property has become Excluded Property as a result of a contractual restriction, such restriction does not violate Section 6.11; (b) subject to Section 6.10, to subordinate any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document to the holder of any Lien on such property that is not prohibited from ranking senior to the Liens securing the Secured Obligations incurred pursuant to Section 6.02(b) (to the extent the relevant Lien is of the type to which the Lien of the Collateral Agent is otherwise subordinated under this clause (b)), (c), (d), (f), (g), (h), (j), (k), (l), (m), (s), (t), (v), (w), (z), (bb), (dd) or (hh); provided that the subordination of any Lien on any property granted to or held by the Collateral Agent shall only occur with respect to any Lien on such property that is permitted by Section 6.02(b), (j) and/or (k) to the extent that the Lien of the Collateral Agent with respect to such property is required to be subordinated to the relevant Lien permitted under Section 6.02 in accordance with the documentation governing the Indebtedness that is secured by such permitted Xxxx6.02; (c) to release any Guarantor from its obligations under its Guarantee if such Person (x) ceases to be a Restricted Subsidiary as a result of a transaction not prohibited under the Loan Documents (including, without limitation, in accordance with Section 10.02(c)) or (y) becomes an Excluded Subsidiary (including, for the avoidance of doubt, (1) a Restricted Subsidiary that ceases to be a “Material Subsidiary” and/or becomes an Immaterial Subsidiary or (2) an Excluded Subsidiary that had become a Guarantor in accordance with the last proviso to the definition of “Excluded Subsidiary” and, at a time when no Default or Event of Default exists or results therefrom, and is re-designated as an Excluded Subsidiary in accordance with the last proviso to the definition of “Excluded Subsidiary”therewith); provided, that the release of any Subsidiary Guarantor from its obligations under the Loan Documents solely as a result of such Subsidiary Guarantor becoming an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if, at the time such Subsidiary Guarantor becomes such an Excluded Subsidiary, such Subsidiary Guarantor so becomes such an Excluded Subsidiary as a result of a joint venture or other strategic transaction permitted hereunder entered into for a bona fide operating business purpose and such transaction is consummated on an arms’ length basis; and (d) to enter into (or amend, renew, extend, supplement, restate, replace, waive or otherwise modify) the Intercreditor Agreement, any Pari First Lien/Second Lien Intercreditor Agreement or any Other other Intercreditor Agreement, Agreement or subordination agreement, collateral trust agreement agreement, or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) (including, without limitation, those consistent with either (x) the terms of Exhibits I or N M or (y) any other terms set forth in this Agreement, or those that are Otherwise Acceptable) (or, in each case, any amendment to the extent the Indebtedness being incurred or modification thereto secured in connection therewith is not prohibited from being incurred under Section 6.01 or restatement6.02 of this Agreement, replacement or waiver thereofwhich the Administrative Agent and Collateral Agent shall be required to enter into upon the delivery a certificate described in the following sentence) in connection with any refinancing facilities or notes (including, without limitation, Permitted Pari Passu Refinancing Debt, Permitted Junior Refinancing Debt and Permitted Unsecured Refinancing Debt), Incremental Facilities, Permitted Incremental Equivalent Debt or other Indebtedness or obligations not prohibited hereunder (including, for without limitation, to the avoidance of doubt, any Indebtedness extent secured by Liens in reliance on clauses Collateral) not prohibited (n), (qincluding with respect to priority) and (x) of Section 6.02) hereunder and that if any such Intercreditor Agreement, Pari Intercreditor Agreement or Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) (or, in each case, any such amendment or modification thereto or restatement thereof) is (1) substantially in the other form of Exhibit I or Exhibit NM, as applicable, without changes thereto that are materially adverse to the Administrative Agent or the Lenders (in their capacities as such), or (2) Otherwise AcceptableLenders, the Lenders shall be deemed to have agreed that the Administrative Agent’s or the Collateral Agent’s entry into such Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) is reasonable and to have consented to such Intercreditor Agreement, Pari Intercreditor Agreement, Agreement or Other Intercreditor Agreement or subordination agreement (or, in each case, any such amendment or modification thereto or restatement thereof) and such Agent’s execution thereof. The Lenders and the other Secured Parties expressly and irrevocably agree that (x) the Collateral Agent may shall rely exclusively on a certificate of a Responsible Officer of the Borrower Agent as to whether any Indebtedness or Liens are not prohibited hereby, (including with respect to priority) and (y) any Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) entered into by the Administrative Agent and/or the Collateral Agent with respect to shall be binding on the Secured Parties, and each of Lender and the other Secured Parties hereby expressly and irrevocably agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall). Notwithstanding the foregoing, nothing herein shall permit subordination of Secured Obligations other than as set forth in Section 9.10(b). . (e) The foregoing provisions of this Section 9.10 are intended as an inducement to any provider of any Indebtedness or other obligations not prohibited by this Agreement Section 6.01 hereof to extend credit to the Credit Parties and such persons are intended third-party beneficiaries of such provisions. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s irrevocable authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under its Guarantee pursuant to this Section 9.10; provided, and that, for the avoidance of doubt, the Administrative Agent shall not be entitled required to refrain from taking any request such action until it receives such written confirmation from the Required Lendersin writing. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably instructs requires the Administrative Agent to), at the Borrowers’ Borrower’s expense, promptly execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to (i) evidence the release of any such item of Collateral from the assignment and security interest granted under the Security Documents (including the filing of termination statements or the return of pledged collateral) or (ii) or to subordinate its interest in any such item, or to release any such Guarantor from its obligations under its Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 9.10; it being acknowledged and agreed by each Lender that the Administrative Agent and/or Collateral Agent, in each case in its capacity as such, shall have no liability with respect to taking such actions to evidence such release. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate (including any certificate described in the immediately following sentence) prepared by any Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Each of the Lenders and the other Secured Parties irrevocably authorizes and directs the Administrative Agent to rely on any certificate of a Responsible Officer of the Borrower Agent to the effect that a release of Collateral is in compliance with the Loan Documents, without independent investigation, and release its interests in any Collateral or release any Guarantor from its obligations under the Loan Documents pursuant to this Section 9.10 (including, in each case of the foregoing, by filing applicable termination statements and/or returning pledged Collateral). Any such certificate shall be conclusive and binding.

Collateral and Guarantee Matters. Each of the Lenders (including in its capacities as an actual or potential secured counterparty to a Hedging Agreement or as a Cash Management Bank) and each of the Issuing Banks irrevocably authorizes authorize and instructs instruct the Administrative Agent and Collateral Agent at their option and in their discretion (without any further consent of any Lender or any other Secured Party): (a) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document (i) upon termination of the Commitments of the Lenders under this Agreement and Payment in Full of all Secured Obligations having been Paid in FullObligations, (ii) that is sold or otherwise disposed of (other than to a Credit Party) in a transaction not prohibited hereunder or (A) to be sold or otherwise disposed of as part of or (B) in connection with any conveyance, sale, transfer or other disposition not prohibited hereunder or under any other Loan Document or so that a Lien may be granted (or continue to subsist) over such property that is not prohibited (including as to priority) permitted by (and subject to any conditions in) Section 6.02(c), (d), (f), (i), (k), (l), (m), (s), (t), (u), (w), (x), (z), (bb), (cc) and (dd), (iii) in connection with the permitted designation of any Restricted Subsidiary as an Unrestricted Subsidiary, (iv) so that a Lien may be granted (or continue to subsist) that is permitted by (and subject to any conditions in) clauses (c), (k), (m), (z), (aa), (ee) or (hh) of Section 6.02 in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on the applicable property encumbered therebysuch property, (v) on property that is or becomes Excluded Property, (vi) subject to Section ‎Section 10.02, if approved, authorized or ratified in writing by the Required Lenders, and (vii) in accordance with Section 10.02(c), and in each case of the foregoing clauses (i) through (vii), the Administrative Agent and the Collateral Agent in connection with a request for release of any such Liens upon request of the Borrower Agent shall execute and deliver any documentation necessary or reasonably requested (at the Borrowers’ Borrower’s reasonable expense) by the Borrower Agent to evidence or effectuate the release of such Liens upon request by the Borrower AgentBorrower, if the Borrower Agent shall in each case have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower Agent certifying (w) that such Lien to be released is not required to remain in place pursuant to the terms of this Agreement, (x) in the case a request pursuant to of clause (iii) or (iv) aboveof this sentence, that such Lien referred to in such clauses is permitted under the applicable clause of Section 6.02 set forth in clause (iii) or (iv) aboveof this Agreement, (y) in the case of a request in respect of clause (iv) of this sentence, that the contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property, and (z) in the case of a request in respect of clause (v) of this sentence, that (A) such property is or has become Excluded Property and (B) if such property has become Excluded Property as a result of a contractual restriction, such restriction does not violate Section 6.11; provided, that a Subsidiary Guarantor and/or any property constituting Collateral that is owned by any Subsidiary Guarantor shall not be automatically released as a result of such Subsidiary Guarantor no longer being a Wholly Owned Subsidiary to the extent the primary purpose (as reasonably determined by the Borrower) of such transaction was to release such Subsidiary Guarantor from its obligations under the Loan Documents; provided, further that no such release shall occur if such Subsidiary continues to be a guarantor in respect of any Permitted Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any material indebtedness that is secured by the Collateral on a junior lien basis to the Secured Obligations; (b) subject to Section 6.10, to subordinate any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document to the holder of any Lien on such property that for which a Lien is not prohibited from ranking senior granted hereunder (and which requires subordination as a matter of law or otherwise pursuant to the Liens securing terms of the Secured Obligations incurred documentation governing such Lien) pursuant to Section 6.02(b) (to the extent the relevant Lien is of the type to which the Lien of the Collateral Agent is otherwise subordinated under this clause (b)), 6.02 (c), (d), (f), (g), (h), (ji), (k), (l), (m), (s), (t), (v), (w), (z), (aa), (bb), (cc) and (dd) or (hh); provided that the subordination of any Lien on any property granted to or held by the Collateral Agent shall only occur with respect to any Lien on such property that is permitted by Section 6.02(b), (jhh) and/or (k) or otherwise as expressly permitted pursuant to the extent that the Lien of the Collateral Agent with respect to such property is required to be subordinated to the relevant Lien permitted under Section 6.02 in accordance with the documentation governing the Indebtedness that is secured by such permitted Xxxx6.02; (c) to release any Guarantor from its obligations under its Guarantee if such Person (x) ceases to be a Restricted Subsidiary as a result of a transaction not prohibited under the Loan Documents (including, without limitation, in accordance with Section 10.02(c)) or (y) becomes an Excluded Subsidiary (including, for the avoidance of doubt, (1) a Restricted Subsidiary that ceases to be a “Material Subsidiary” and/or (2) an Excluded Subsidiary that had become a Guarantor in accordance with the last proviso to the definition of “Excluded Subsidiary” and, at a time when no Default or Event of Default exists or results therefrom, is re-designated as an Excluded Subsidiary in accordance with the last proviso to the definition of “Excluded Subsidiary”); provided, that a Subsidiary Guarantor and/or any property constituting such Collateral that is owned by any Subsidiary Guarantor shall not be automatically released as a result of such Subsidiary Guarantor no longer being a Wholly Owned Subsidiary to the extent the primary purpose (as reasonably determined by the Borrower) of such transaction was to release of any such Subsidiary Guarantor from its obligations under the Loan Documents solely as a result of Documents; provided, further that no such release shall occur if such Subsidiary Guarantor becoming an Excluded Subsidiary continues to be a guarantor in respect of any Permitted Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any material indebtedness that is secured by the type described in clause (a) of Collateral on a junior lien basis to the definition thereof shall only be permitted if, at the time such Subsidiary Guarantor becomes such an Excluded Subsidiary, such Subsidiary Guarantor so becomes such an Excluded Subsidiary as a result of a joint venture or other strategic transaction permitted hereunder entered into for a bona fide operating business purpose and such transaction is consummated on an arms’ length basisSecured Obligations; and (d) to enter into the Intercreditor Agreement, any Pari Intercreditor Agreement or any Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) (including, without limitation, those consistent with either (x) the terms of Exhibits I or N or (y) any other terms set forth in this Agreement, or those that are Otherwise Acceptable) (or, in each case, any amendment to the extent the Indebtedness being incurred or modification thereto secured in connection therewith is not prohibited from being incurred under Section 6.01 and (if applicable) is permitted to be secured (including with respect to priority) under Section 6.02 of this Agreement (including Liens under Section 6.02(x) which may be secured on a pari passu or restatementjunior basis with the Liens securing the Secured Obligations), replacement or waiver thereof) which the Administrative Agent and Collateral Agent shall be required to enter into upon the delivery of the certificate described in the following sentence in connection with any refinancing facilities or notes (including, without limitation, Permitted Pari Passu Refinancing Debt, Permitted Junior Refinancing Debt and Permitted Unsecured Refinancing Debt), Incremental Facilities, Permitted Incremental Equivalent Debt or other Indebtedness or obligations not prohibited hereunder (including, for without limitation, to the avoidance of doubt, any Indebtedness extent secured by Liens in reliance on clauses Collateral) are permitted (n), (qincluding with respect to priority) and (x) of Section 6.02) hereunder and that if any such Intercreditor Agreement, Pari Intercreditor Agreement or Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) (or, in each case, any such amendment or modification thereto or restatement thereof) is (1) substantially in the form of Exhibit I or Exhibit N, as applicable, without changes thereto that are materially adverse to the Administrative Agent or the Lenders (in their capacities as such), or (2) Otherwise Acceptable, the Lenders shall be deemed to have agreed that the Administrative Agent’s or the Collateral Agent’s entry into such Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) is reasonable and to have consented to such Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement or subordination agreement (or, in each case, any such amendment or modification thereto or restatement thereof) and such Agent’s execution thereof. The Secured Parties expressly and irrevocably agree that (x) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower Agent as to whether any Indebtedness or Liens are is not prohibited herebyand/or Liens permitted (including with respect to priority), and (y) any Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) entered into by the Administrative Agent and/or the Collateral Agent with respect to shall be binding on the Secured Parties, and each of the Secured Parties hereby expressly and irrevocably agrees that it will take no actions contrary to the provisions of, if entered into and applicable, any Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall). Notwithstanding the foregoing, nothing herein shall permit subordination of Secured Obligations other than as set forth in Section 9.10(b). The foregoing provisions of this Section 9.10 are intended as an inducement to any provider of any Indebtedness or other obligations not prohibited by this Agreement to extend credit to the Credit Parties and such persons are intended third-party beneficiaries of such provisions. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s irrevocable authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under its Guarantee pursuant to this Section ‎Section 9.10, and the Administrative Agent shall be entitled to refrain from taking any such action until it receives such written confirmation from the Required Lenders. In each case as specified in this Section ‎Section 9.10, the Administrative Agent will (and each Lender irrevocably instructs the Administrative Agent to), at the Borrowers’ Borrower’s expense, promptly execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to (i) evidence the release of any such item of Collateral from the assignment and security interest granted under the Security Documents (including the filing of termination statements or the return of pledged collateral) or (ii) to subordinate its interest in any such item, or to release any such Guarantor from its obligations under its Guarantee, in each case in accordance with the terms of the Loan Documents and this Section ‎Section 9.10; it being acknowledged and agreed by each Lender that the Administrative Agent and/or Collateral Agent, in each case in its capacity as such, shall have no liability with respect to taking such actions to evidence such release. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate (including any certificate described in the immediately following sentence) prepared by any Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Each of the Secured Parties irrevocably authorizes and directs the Administrative Agent to rely on any certificate of a Responsible Officer of the Borrower Agent to the effect that a release of Collateral is in compliance with the Loan Documents, without independent investigation, and release its interests in any Collateral or release any Guarantor from its obligations under the Loan Documents pursuant to this Section 9.10 (including, in each case of the foregoing, by filing applicable termination statements and/or returning pledged Collateral). Any such certificate shall be conclusive and binding.

Collateral and Guarantee Matters. Each of the Lenders Lender and each other Secured Party irrevocably authorizes and instructs the Administrative Agent to, and Collateral the Administrative Agent at their option and in their discretion (without any further consent of any Lender or any other Secured Party):shall: (a) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document (i) upon termination the occurrence of the Commitments of the Lenders under this Agreement and all Secured Obligations having been Paid in FullTermination Date, (ii) that is sold or otherwise disposed Disposed of (other than to a Credit Party) in a transaction not prohibited hereunder or (A) to be sold or otherwise disposed of Disposed of) as part of or (B) in connection with any conveyance, sale, transfer or other disposition not prohibited hereunder or Disposition permitted under any other Loan Document or so that a Lien may be granted (or continue to subsistnot restricted by) over such property that is not prohibited by the Loan Documents (and subject to any conditions in) the proviso to the last paragraph of Section 6.02(c), (d), (f), (i), (k), (l), (m), (s), (t), (u), (w), (x), (z), (bb), (cc) and (dd6.07), (iii) in connection with the permitted designation of any Restricted Subsidiary as that does not constitute (or ceases to constitute) Collateral (and/or otherwise becomes an Unrestricted SubsidiaryExcluded Asset), (iv) so that a Lien may be granted (or continue if the property subject to subsist) that is permitted by clauses (c), (k), (m), (z), (aa), (ee) or (hh) of Section 6.02 in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on owned by a Subsidiary Guarantor, upon the applicable property encumbered therebyrelease of such Subsidiary Guarantor from its Loan Guaranty as permitted by the Loan Documents, (v) on property that is or becomes Excluded Propertyas required under clause (d) below, (vi) subject pursuant to Section 10.02, the provisions of any applicable Loan Document or (vii) if approved, authorized or ratified in writing by the Required Lenders, and (vii) required number of Lenders in accordance with Section 10.02(c), and in each case of the foregoing clauses (i) through (vii), the Administrative Agent and the Collateral Agent in connection with a request for release of any such Liens upon request of the Borrower Agent shall execute and deliver any documentation necessary or reasonably requested (at the Borrowers’ reasonable expense) by the Borrower Agent to evidence or effectuate the release of such Liens upon request by the Borrower Agent, if the Borrower Agent shall in each case have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower Agent certifying (w) that such Lien to be released is not required to remain in place pursuant to the terms of this Agreement, (x) in the case of clause (iii) or (iv) above, that such Lien referred to in such clauses is permitted under the applicable clause of Section 6.02 set forth in clause (iii) or (iv) above, (y) in the case of a request in respect of clause (iv) of this sentence, that the contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property, and (z) in the case of a request in respect of clause (v) of this sentence, that (A) such property is or has become Excluded Property and (B) if such property has become Excluded Property as a result of a contractual restriction, such restriction does not violate Section 6.119.02; (b) subject to Section 6.109.22, release any Subsidiary Guarantor from its obligations under the Loan Guaranty if such Person ceases to be a Restricted Subsidiary as permitted by the Loan Documents (or is or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions not prohibited hereunder), upon notice from the Borrower to the Administrative Agent at any time; (c) subordinate any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document to the holder of any Lien on such property that is not prohibited from ranking senior to permitted by Sections 6.02(d), 6.02(e), 6.02(g)(i), 6.02(l), 6.02(m), 6.02(n), 6.02(o) (other than any Lien on the Liens securing the Secured Obligations incurred pursuant to Section 6.02(bCapital Stock of any Subsidiary Guarantor), 6.02(r), 6.02(s) (to the extent the relevant Lien is of the type to which the Lien of the Collateral Administrative Agent is otherwise required to be subordinated under this clause (bc) pursuant to any of the other exceptions to Section 6.02 that are expressly included in this clause (c)), 6.02(u) (c), (d), (f), (g), (h), (j), (k), (l), (m), (s), (t), (v), (w), (z), (bb), (dd) or (hh); provided that the subordination of any Lien on any property granted to or held by the Collateral Agent shall only occur with respect to any Lien on such property that is permitted by Section 6.02(b), (j) and/or (k) to the extent that the relevant Lien is of the type to which the Lien of the Collateral Administrative Agent with respect to such property is otherwise required to be subordinated under this clause (c) pursuant to any of the other exceptions to Section 6.02 that are expressly included in this clause (c)), 6.02(x), 6.02(y), 6.02(z)(i), 6.02(bb), 6.02(cc), 6.02(dd) (in the case of clause (ii), to the extent the relevant Lien covers cash collateral posted to secure the relevant obligation), 6.02(ee), 6.02(ff), 6.02(gg), 6.02(hh) and/or 6.02(ii), (and any Refinancing Indebtedness in respect of any thereof to the extent such Refinancing Indebtedness is permitted to be secured under Section 6.02 in accordance with the documentation governing the Indebtedness that is secured by such permitted Xxxx; (c) to release any Guarantor from its obligations under its Guarantee if such Person (x) ceases to be a Restricted Subsidiary as a result of a transaction not prohibited under the Loan Documents (including, without limitation, in accordance with Section 10.02(c6.02(k)) or (y) becomes an Excluded Subsidiary (including, for the avoidance of doubt, (1) a Restricted Subsidiary that ceases to be a “Material Subsidiary” and/or (2) an Excluded Subsidiary that had become a Guarantor in accordance with the last proviso to the definition of “Excluded Subsidiary” and, at a time when no Default or Event of Default exists or results therefrom, is re-designated as an Excluded Subsidiary in accordance with the last proviso to the definition of “Excluded Subsidiary”); provided, that the release of any Subsidiary Guarantor from its obligations under the Loan Documents solely as a result of such Subsidiary Guarantor becoming an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if, at the time such Subsidiary Guarantor becomes such an Excluded Subsidiary, such Subsidiary Guarantor so becomes such an Excluded Subsidiary as a result of a joint venture or other strategic transaction permitted hereunder entered into for a bona fide operating business purpose and such transaction is consummated on an arms’ length basis; and (d) to enter into the Intercreditor Agreementsubordination, any Pari Intercreditor Agreement or any Other Intercreditor Agreement, subordination agreementintercreditor, collateral trust agreement or other intercreditor agreement and/or similar agreements with respect to Indebtedness (including any Acceptable Intercreditor Agreement and/or any amendment to any Acceptable Intercreditor Agreement) that is (i) required or permitted to be subordinated hereunder and/or (ii) secured by Liens, and with respect to which Indebtedness, this AgreementAgreement contemplates an intercreditor, subordination, collateral trust or any other applicable similar agreement, including or modifying a payment waterfall) (including, without limitation, those consistent with either (x) each of the terms Lenders and the other Secured Parties irrevocably agreeing to the treatment of Exhibits I or N or (y) any other terms the Lien on the Collateral securing the Secured Obligations as set forth in this Agreement, or those that are Otherwise Acceptable) (or, in each case, any amendment or modification thereto or restatement, replacement or waiver thereof) in connection with any refinancing facilities or notes (including, without limitation, Permitted Pari Passu Refinancing Debt, Permitted Junior Refinancing Debt and Permitted Unsecured Refinancing Debt), Incremental Facilities, Permitted Incremental Equivalent Debt or other obligations not prohibited hereunder (including, for the avoidance of doubt, any Indebtedness secured by Liens in reliance on clauses (n), (q) and (x) of Section 6.02) such agreement and that if any such Intercreditor Agreement, Pari Intercreditor Agreement or Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) (or, in each case, any such amendment or modification thereto or restatement thereof) is (1) substantially in the form of Exhibit I or Exhibit N, as applicable, without changes thereto that are materially adverse to the Administrative Agent or the Lenders (in their capacities as such), or (2) Otherwise Acceptable, the Lenders shall it will be deemed to have agreed that the Administrative Agent’s or the Collateral Agent’s entry into such Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) is reasonable bound by and to have consented to such Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement or subordination agreement (or, in each case, any such amendment or modification thereto or restatement thereof) and such Agent’s execution thereof. The Secured Parties expressly and irrevocably agree that (x) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower Agent as to whether any Indebtedness or Liens are not prohibited hereby, and (y) any Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) entered into by the Administrative Agent and/or the Collateral Agent with respect to shall be binding on the Secured Parties, and each of the Secured Parties hereby expressly and irrevocably agrees that it will take no actions contrary to the provisions of, if entered into and applicable, any Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall). Notwithstanding the foregoing, nothing herein shall permit subordination of Secured Obligations other than as set forth in Section 9.10(b). The foregoing provisions of this Section 9.10 are intended as an inducement to any provider of any Indebtedness or other obligations not prohibited by this Agreement to extend credit to the Credit Parties and such persons are intended third-party beneficiaries of such provisionsagreement. Upon the request by of the Administrative Agent at any time, the Required required number of Lenders will confirm in writing the Administrative Agent’s irrevocable authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor Loan Party from its obligations under the Loan Guaranty or its Guarantee Lien on any Collateral pursuant to this Section 9.10, and the Administrative Agent shall be entitled to refrain from taking any such action until it receives such written confirmation from the Required LendersArticle 8. In each case as specified in this Section 9.10Article 8, the Administrative Agent will (and each Lender irrevocably instructs Lender, and each Issuing Bank hereby authorizes the Administrative Agent to), at the Borrowers’ Borrower’s expense, promptly execute and deliver to the Borrower or the applicable Credit Loan Party such documents as such Credit Loan Party may reasonably request to (i) evidence the release of any such item of Collateral from the assignment and security interest granted under the Security Documents (including the filing of termination statements or the return of pledged collateral) or (ii) Collateral Documents, to subordinate its interest in any such itemtherein, or to release any such Guarantor Loan Party from its obligations under its Guaranteethe Loan Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10Article 8; it being acknowledged and agreed by each Lender provided, that upon the Administrative Agent and/or Collateral Agent, in each case in its capacity as such, shall have no liability with respect to taking such actions to evidence such release. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection request of the Administrative Agent’s Lien thereon, or any certificate (including any certificate described in the immediately following sentence) prepared by any Credit Party in connection therewith, nor Borrower shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Each of the Secured Parties irrevocably authorizes and directs the Administrative Agent to rely on any deliver a certificate of a Responsible Officer of certifying that the Borrower Agent to the effect that a release of Collateral is relevant transaction has been consummated in compliance with the Loan Documents, without independent investigation, and release its interests in any Collateral or release any Guarantor from its obligations under the Loan Documents pursuant to terms of this Section 9.10 (including, in each case of the foregoing, by filing applicable termination statements and/or returning pledged Collateral). Any such certificate shall be conclusive and bindingAgreement.

Collateral and Guarantee Matters. Each of the Lenders (including in its capacities as an actual or potential secured counterparty to a Hedging Agreement or as a Cash Management Bank) and each of the Issuing Banks irrevocably authorizes authorize and instructs instruct the Administrative Agent and Collateral Agent at their option and in their discretion (without any further consent of any Lender or any other Secured Party): (a) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document (i) upon termination of the Commitments of the Lenders under this Agreement and payment in full of all Secured Obligations having (other than (A) contingent indemnification obligations and unasserted expense reimbursement obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been Paid made) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been cash collateralized in Fullaccordance with the terms of this Agreement, backstopped with a back-to-back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), (ii) that is sold or otherwise disposed of (other than to a Credit Party) in a transaction not prohibited hereunder or (A) to be sold or otherwise disposed of as part of or (B) in connection with any conveyance, sale, transfer or other disposition not prohibited hereunder or under any other Loan Document or so that a Lien may be granted (or continue to subsist) over such property that which is (including as to priority) not prohibited by (and subject to any conditions in) Section 6.02(c), (d), (f), (i), (k), (l), (m), (s), (t), (u), (w), (x), (z), (bb), (cc) and (dd), (iii) in connection with the permitted designation of any Restricted Subsidiary as an Unrestricted Subsidiary, (iv) so that a on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien may be granted (or continue to subsist) on such property that is permitted not prohibited by clauses (c), (k), (m), (z), (aa) (but with respect to Indebtedness incurred pursuant to Section 6.01(u), (eeonly Indebtedness secured by Liens on specific assets rather than “all assets” of the Credit Parties) or (hhee) of Section 6.02 in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on the applicable property encumbered therebysuch property, (v) on property that is or becomes Excluded Property, (vi) subject to Section 10.02, if approved, authorized or ratified in writing by the Required Lenders, Lenders and (vii) in accordance with Section 10.02(c), ) and in each case of the foregoing clauses (i) through (vii), the Administrative Agent and the Collateral Agent in connection with a request for shall release of any such Liens upon request of the Borrower Agent shall execute and deliver Borrower, if prior to any documentation necessary or reasonably requested (at the Borrowers’ reasonable expense) by such request, the Borrower Agent to evidence or effectuate the release of such Liens upon request by the Borrower Agent, if the Borrower Agent shall have in each case have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower Agent certifying (w) that such Lien to be released is not required to remain in place pursuant to the terms of this Agreement, (x) in the case of a request pursuant to clause (iii) or (iv) aboveof this sentence, that such Lien referred to in such clauses is permitted not prohibited under the applicable clause of Section 6.02 set forth in clause (iii) or (iv) abovethis Agreement, (y) in the case of a request in respect of pursuant to clause (iv) of this sentence, that the contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property, property and (z) in the case of a request in respect of pursuant to clause (v) of this sentence, that (A) such property is or has become Excluded Property and (B) if such property has become Excluded Property as a result of a contractual restriction, such restriction does not violate Section 6.11; (b) subject to Section 6.10, to subordinate any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document to the holder of any Lien on such property that is not prohibited from ranking senior to the Liens securing the Secured Obligations incurred pursuant to Section 6.02(b) (to the extent the relevant Lien is of the type to which the Lien of the Collateral Agent is otherwise subordinated under this clause (b)), (c), (d), (f), (g), (h), (j), (k), (l), (m), (s), (t), (v), (w), (z), (bb), (dd) or (hh); provided that the subordination of any Lien on any property granted to or held by the Collateral Agent shall only occur with respect to any Lien on such property that is permitted by Section 6.02(b), (j) and/or (k) to the extent that the Lien of the Collateral Agent with respect to such property is required to be subordinated to the relevant Lien permitted under Section 6.02 in accordance with the documentation governing the Indebtedness that is secured by such permitted Xxxx6.02; (c) to release any Guarantor from its obligations under its Guarantee if such Person (x) ceases to be a Restricted Subsidiary as a result of a transaction not prohibited under the Loan Documents (including, without limitation, in accordance with Section 10.02(c)) or (y) becomes an Excluded Subsidiary (including, for the avoidance of doubt, (1) a Restricted Subsidiary that ceases to be a “Material Subsidiary” and/or becomes an Immaterial Subsidiary or (2) an Excluded Subsidiary that had become a Guarantor in accordance with the last proviso to the definition of “Excluded Subsidiary” and, at a time when no Default or Event of Default exists or results therefrom, and is re-designated as an Excluded Subsidiary in accordance with the last proviso to the definition of “Excluded Subsidiary”therewith); provided, that the release of any Subsidiary Guarantor from its obligations under the Loan Documents solely as a result of such Subsidiary Guarantor becoming an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if, at the time such Subsidiary Guarantor becomes such an Excluded Subsidiary, such Subsidiary Guarantor so becomes such an Excluded Subsidiary as a result of a joint venture or other strategic transaction permitted hereunder entered into for a bona fide operating business purpose and such transaction is consummated on an arms’ length basis; and (d) to enter into (or amend, renew, extend, supplement, restate, replace, waive or otherwise modify) the Intercreditor Agreement, any Pari First Lien/Second Lien Intercreditor Agreement or any Other other Intercreditor Agreement, Agreement or subordination agreement, collateral trust agreement agreement, or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) (including, without limitation, those consistent with either (x) the terms of Exhibits I or N M or (y) any other terms set forth in this Agreement, or those that are Otherwise Acceptable) (or, in each case, any amendment to the extent the Indebtedness being incurred or modification thereto secured in connection therewith is not prohibited from being incurred under Section 6.01 or restatement6.02 of this Agreement, replacement or waiver thereofwhich the Administrative Agent and Collateral Agent shall be required to enter into upon the delivery a certificate described in the following sentence) in connection with any refinancing facilities or notes (including, without limitation, Permitted Pari Passu Refinancing Debt, Permitted Junior Refinancing Debt and Permitted Unsecured Refinancing Debt), Incremental Facilities, Permitted Incremental Equivalent Debt or other Indebtedness or obligations not prohibited hereunder (including, for without limitation, to the avoidance of doubt, any Indebtedness extent secured by Liens in reliance on clauses Collateral) not prohibited (n), (qincluding with respect to priority) and (x) of Section 6.02) hereunder and that if any such Intercreditor Agreement, Pari Intercreditor Agreement or Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) (or, in each case, any such amendment or modification thereto or restatement thereof) is (1) substantially in the other form of Exhibit I or Exhibit NM, as applicable, without changes thereto that are materially adverse to the Administrative Agent or the Lenders (in their capacities as such), or (2) Otherwise AcceptableLenders,, the Lenders shall be deemed to have agreed that the Administrative Agent’s or the Collateral Agent’s entry into such Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) is reasonable and to have consented to such Intercreditor Agreement, Pari Intercreditor Agreement, Agreement or Other Intercreditor Agreement or subordination agreement (or, in each case, any such amendment or modification thereto or restatement thereof) and such Agent’s execution thereof. The Lenders and the other Secured Parties expressly and irrevocably agree that (x) the Collateral Agent may shall rely exclusively on a certificate of a Responsible Officer of the Borrower Agent as to whether any Indebtedness or Liens are not prohibited hereby, (including with respect to priority) and (y) any Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) entered into by the Administrative Agent and/or the Collateral Agent with respect to shall be binding on the Secured Parties, and each of Lender and the other Secured Parties hereby expressly and irrevocably agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall). Notwithstanding the foregoing, nothing herein shall permit subordination of Secured Obligations other than as set forth in Section 9.10(b). . (e) The foregoing provisions of this Section 9.10 are intended as an inducement to any provider of any Indebtedness or other obligations not prohibited by this Agreement Section 6.01 hereof to extend credit to the Credit Parties and such persons are intended third-party beneficiaries of such provisions. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s irrevocable authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under its Guarantee pursuant to this Section 9.10; provided, and that, for the avoidance of doubt, the Administrative Agent shall not be entitled required to refrain from taking any request such action until it receives such written confirmation from the Required Lendersin writing. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably instructs requires the Administrative Agent to), at the Borrowers’ Borrower’s expense, promptly execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to (i) evidence the release of any such item of Collateral from the assignment and security interest granted under the Security Documents (including the filing of termination statements or the return of pledged collateral) or (ii) or to subordinate its interest in any such item, or to release any such Guarantor from its obligations under its Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 9.10; it being acknowledged and agreed by each Lender that the Administrative Agent and/or Collateral Agent, in each case in its capacity as such, shall have no liability with respect to taking such actions to evidence such release. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate (including any certificate described in the immediately following sentence) prepared by any Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Each of the Lenders and the other Secured Parties irrevocably authorizes and directs the Administrative Agent to rely on any certificate of a Responsible Officer of the Borrower Agent to the effect that a release of Collateral is in compliance with the Loan Documents, without independent investigation, and release its interests in any Collateral or release any Guarantor from its obligations under the Loan Documents pursuant to this Section 9.10 (including, in each case of the foregoing, by filing applicable termination statements and/or returning pledged Collateral). Any such certificate shall be conclusive and binding.