Common use of Collateral and Guarantee Matters Clause in Contracts

Collateral and Guarantee Matters. (a) Each Lender and each Issuer agrees that any action taken by the Administrative Agent or the Requisite Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Administrative Agent or the Requisite Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders, Issuers and other Secured Parties. Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Issuers with respect to all payments and collections arising in connection herewith and with the Collateral Documents, (ii) execute and deliver each Collateral Document and accept delivery of each such agreement delivered by the Borrower or any of its Subsidiaries, (iii) act as collateral agent for the Lenders, the Issuers and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein, provided, however, that the Administrative Agent hereby appoints, authorizes and directs each Lender and Issuer to act as collateral sub-agent for the Administrative Agent, the Lenders and the Issuers for purposes of the perfection of all security interests and Liens with respect to the Collateral, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Collateral Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, exercise all remedies given to the Administrative Agent, the Lenders, the Issuers and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) Each of the Lenders and the Issuers hereby consents to the release and hereby directs, in accordance with the terms hereof, the Administrative Agent to release any Lien held by the Administrative Agent for the benefit of the Lenders and the issuers against any of the following: (i) all of the Collateral and all Loan Parties, upon termination of the Commitments and payment and satisfaction in full of all Loans, all Reimbursement Obligations and all other Obligations that the Administrative Agent has been notified in AMENDED AND RESTATED CREDIT AGREEMENT Macquarie Infrastructure Company Inc. writing are then due and payable (and, in respect of contingent Letter of Credit Obligations, with respect to which cash collateral has been deposited or a back-up letter of credit has been issued, in either case in the appropriate currency and on terms satisfactory to the Administrative Agent and the applicable Issuers); and (ii) any part of the Collateral sold or disposed of by a Loan Party if such Asset Sale is permitted by this Agreement (or permitted pursuant to a waiver of or consent to a transaction otherwise prohibited by this Agreement). Each of the Lenders and the Issuers hereby directs the Administrative Agent to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 10.8 promptly upon the effectiveness of any such release. (c) Each of the Lenders and the Issuers hereby consents to the release and hereby directs, in accordance with the terms hereof, the Administrative Agent, on behalf of the Guarantied Parties (as defined in the Guaranty) to release any Guarantor from its obligations under the Guaranty upon: (i) termination of the Commitments and payment and satisfaction in full of all Loans, all Reimbursement Obligations and all other Obligations that the Administrative Agent has been notified in writing are then due and payable (and, in respect of contingent Letter of Credit Obligations, with respect to which cash collateral has been deposited or a back-up letter of credit has been issued, in either case in the appropriate currency and on terms satisfactory to the Administrative Agent and the applicable Issuers); or (ii) the sale or other disposition of such Person pursuant to an Asset Sale, provided, that the Net Cash Proceeds therefrom shall have been applied to repay the Obligations to the extent required by Section 2.8 (Mandatory Prepayments). (d) Upon request by the Administrative Agent at any time, the Requisite Lenders will confirm in writing the Administrative Agent's authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty, pursuant to this Section 10.8. (e) Each of the Lenders and the Issuers hereby (i) acknowledges that it has fully reviewed the GMAC Consent and the Balfour Beatty Consent and (ii) by execution of this Agreement, hereby consenxx xx and agrees to be bound by the terms of the GMAC Consent and the Balfour Beatty Consent.

Collateral and Guarantee Matters. (a) Each Lender and each Issuer agrees that any action taken by the Administrative Agent or the Requisite Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Administrative Agent or the Requisite Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders, Issuers and other Secured Parties. Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Issuers with respect to all payments and collections arising in connection herewith and with the Collateral Documents, (ii) execute and deliver each Collateral Document and accept delivery of each such agreement delivered by the Borrower or any of its Subsidiaries, (iii) act as collateral agent for the Lenders, the Issuers and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein, provided, however, that the Administrative Agent hereby appoints, authorizes and directs each Lender and Issuer to act as collateral sub-agent for the Administrative Agent, the Lenders and the Issuers for purposes of the perfection of all security interests and Liens with respect to the Collateral, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Collateral Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, exercise all remedies given to the Administrative Agent, the Lenders, the Issuers and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) Each of the Lenders and the Issuers hereby consents to the release and hereby directs, in accordance with the terms hereof, the Administrative Agent to release any Lien held by the Administrative Agent for the benefit of the Lenders and the issuers against any of the following:: Credit Agreement Macquarie Infrastructure Company Inc. (i) all of the Collateral and all Loan Parties, upon termination of the Commitments and payment and satisfaction in full of all Loans, all Reimbursement Obligations and all other Obligations that the Administrative Agent has been notified in AMENDED AND RESTATED CREDIT AGREEMENT Macquarie Infrastructure Company Inc. writing are then due and payable (and, in respect of contingent Letter of Credit Obligations, with respect to which cash collateral has been deposited or a back-up letter of credit has been issued, in either case in the appropriate currency and on terms satisfactory to the Administrative Agent and the applicable Issuers); and (ii) any part of the Collateral sold or disposed of by a Loan Party if such Asset Sale is permitted by this Agreement (or permitted pursuant to a waiver of or consent to a transaction otherwise prohibited by this Agreement). Each of the Lenders and the Issuers hereby directs the Administrative Agent to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 10.8 promptly upon the effectiveness of any such release. (c) Each of the Lenders and the Issuers hereby consents to the release and hereby directs, in accordance with the terms hereof, the Administrative Agent, on behalf of the Guarantied Parties (as defined in the Guaranty) to release any Guarantor from its obligations under the Guaranty upon: (i) termination of the Commitments and payment and satisfaction in full of all Loans, all Reimbursement Obligations and all other Obligations that the Administrative Agent has been notified in writing are then due and payable (and, in respect of contingent Letter of Credit Obligations, with respect to which cash collateral has been deposited or a back-up letter of credit has been issued, in either case in the appropriate currency and on terms satisfactory to the Administrative Agent and the applicable Issuers); or (ii) the sale or other disposition of such Person pursuant to an Asset Sale, provided, that the Net Cash Proceeds therefrom shall have been applied to repay the Obligations to the extent required by Section 2.8 (Mandatory Prepayments). (d) Upon request by the Administrative Agent at any time, the Requisite Lenders will confirm in writing the Administrative Agent's authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty, pursuant to this Section 10.8. (e) Each of the Lenders and the Issuers hereby (i) acknowledges that it has fully reviewed the GMAC Consent and the Balfour Beatty Consent and (ii) by execution of this Agreement, hereby consenxx xx and agrees to be bound by the terms of the GMAC Consent and the Balfour Beatty Consent.

Collateral and Guarantee Matters. Subject to the reinstatement provisions set forth in any applicable Security Document, unless an Event of Default has occurred and is continuing, a Note Party shall automatically be released from its obligations under the Note Documents, and all security interests created by the Security Documents in Collateral owned by such Note Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Note Party ceases to be a Subsidiary or becomes an Excluded Subsidiary (or in case the Note Party elects that any Designated Subsidiary that would otherwise constitute an Excluded Subsidiary cease to be a Designated Subsidiary); provided that, if so required by this Agreement, the Required Noteholders (or if applicable, the Noteholders) shall have consented to such transaction and the terms of such consent shall not have provided otherwise; provided, further, however, that notwithstanding the foregoing, without the consent of the Required Noteholders, no Note Party shall be released from its obligations under the Note Documents if such Note Party either (x) becomes an Excluded Subsidiary as a result of any transaction undertaken by the Issuer or any Subsidiary or (y) ceases to be a Subsidiary but the Issuer or a Subsidiary or an Affiliate thereof retains any direct or indirect Equity Interest in, or otherwise Controls, such Person, unless (a) Each Lender the transaction pursuant to which such Note Party becomes an Excluded Subsidiary or ceases to be a Subsidiary is entered into for legitimate bona fide business purposes (other than for purposes of releasing guarantees or collateral hereunder) in good faith with an unaffiliated third party (or with a joint venture entity pursuant to a joint venture entered into for legitimate bona fide business purposes with an unaffiliated third party), (b) at the time of such release (and each Issuer agrees that after giving effect thereto), all outstanding Indebtedness and Liens of any action taken by such Subsidiary becoming an Excluded Subsidiary, and all Investments previously made in any such Subsidiary or other Person remaining outstanding after giving effect to the Administrative Agent relevant transaction, would then be permitted to be incurred or the Requisite Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) made in accordance with the relevant provisions of this Agreement or of the other Loan DocumentsSection 6.01, Section 6.02, Section 6.04, and Section 6.08 (for this purpose, with the exercise Issuer being required to reclassify any such items made in reliance upon such Subsidiary or other Person being a Note Party or a wholly-owned Subsidiary on another basis as would be permitted by the Administrative Agent or the Requisite Lenders (orsuch applicable Section), where so required, and any previous asset sale to such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, Subsidiary pursuant to Section 6.05 shall be authorized re-characterized and binding upon would be permitted at the time of such release, as if the same were made to a Subsidiary that was not a Note Party (and all of the Lendersitems described above in this clause (b) shall thereafter be deemed re-characterized as provided above in this clause (b)), Issuers and (c) such Subsidiary or other Secured Parties. Without limiting the generality of the foregoing, the Administrative Agent Person shall have the sole and exclusive right and authority to not be (ior shall simultaneously be released as) act as the disbursing and collecting agent for the Lenders and the Issuers an obligor with respect to all payments and collections arising in connection herewith and with any other Indebtedness of the Collateral Documents, (ii) execute and deliver each Collateral Document and accept delivery of each such agreement delivered by the Borrower Issuer or any other Subsidiary (other than, in the case of its Subsidiariesa Subsidiary that becomes an Excluded Subsidiary, (iii) act as collateral agent for the Lenders, the Issuers and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein, provided, however, that the Administrative Agent hereby appoints, authorizes and directs each Lender and Issuer to act as collateral sub-agent for the Administrative Agent, the Lenders and the Issuers for purposes of the perfection of all security interests and Liens with respect to the Collateral, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Collateral Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or Indebtedness of any other Loan Document, exercise all remedies given to the Administrative Agent, the Lenders, the Issuers and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) Each of the Lenders and the Issuers hereby consents to the release and hereby directs, in accordance with the terms hereof, the Administrative Agent to release any Lien held by the Administrative Agent for the benefit of the Lenders and the issuers against any of the following: (i) all of the Collateral and all Loan Parties, upon termination of the Commitments and payment and satisfaction in full of all Loans, all Reimbursement Obligations and all other Obligations that the Administrative Agent has been notified in AMENDED AND RESTATED CREDIT AGREEMENT Macquarie Infrastructure Company Inc. writing are then due and payable (and, in respect of contingent Letter of Credit Obligations, with respect to which cash collateral has been deposited or a back-up letter of credit has been issued, in either case in the appropriate currency and on terms satisfactory to the Administrative Agent and the applicable Issuers); and (ii) any Subsidiary becoming an Excluded Subsidiary as part of the same transaction) and (d) such Subsidiary or other Person owns no assets which were previously transferred to it by another Note Party which constituted Collateral sold or disposed proceeds of by a Loan Party if such Asset Sale is permitted by this Agreement Collateral (or the transfer of any such assets to such Subsidiary or other Person by such Note Party would be permitted pursuant hereunder immediately following such release). Upon any sale or other transfer by any Note Party (other than to a waiver the Issuer or any other Note Party) of or consent to any Collateral in a transaction otherwise prohibited by permitted under this Agreement). Each of the Lenders and the Issuers hereby directs the Administrative Agent to execute and deliver , or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 10.8 promptly upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral pursuant to Section 9.08, the security interests in such Collateral created by the Security Documents shall be automatically released. Upon the release of any Note Party from its Guarantee in compliance with this Agreement, the security interest in any Collateral owned by such Note Party created by the Security Documents shall be automatically released. On the date on which all Obligations have been paid in full in cash (other than contingent indemnification obligations not yet accrued and payable), all obligations under the Note Documents and all security interests under the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, and in connection with any Collateral becoming Excluded Property, the Noteholder Representative shall execute and deliver to any Note Party, at such Note Party’s expense, all documents that such Note Party shall reasonably request to file or register in any office, or to evidence, such termination or release. (c) , or, in the case of Collateral becoming Excluded Property, to effect, to file or register in any office, or to evidence the release of any security interest created by the Security Documents in such assets. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Noteholder Representative or the Noteholders. Each of the Lenders Secured Parties irrevocably authorizes the Noteholder Representative, at its option and in its discretion, to effect the Issuers hereby consents to the release and hereby directs, releases set forth in accordance with the terms hereof, the Administrative Agent, on behalf of the Guarantied Parties (as defined in the Guaranty) to release any Guarantor from its obligations under the Guaranty upon: (i) termination of the Commitments and payment and satisfaction in full of all Loans, all Reimbursement Obligations and all other Obligations that the Administrative Agent has been notified in writing are then due and payable (and, in respect of contingent Letter of Credit Obligations, with respect to which cash collateral has been deposited or a back-up letter of credit has been issued, in either case in the appropriate currency and on terms satisfactory to the Administrative Agent and the applicable Issuers); or (ii) the sale or other disposition of such Person pursuant to an Asset Sale, provided, that the Net Cash Proceeds therefrom shall have been applied to repay the Obligations to the extent required by Section 2.8 (Mandatory Prepayments). (d) this Section. Upon request by the Administrative Agent Noteholder Representative at any time, the Requisite Lenders Required Noteholders will confirm in writing the Administrative Agent's Noteholder Representative’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations Guarantee under the Guaranty, Guarantee Agreement pursuant to this Section 10.8. (e) Each 9.20. In each case as specified in this Section 9.20, the Noteholder Representative will promptly upon the request of the Lenders Issuer (and each Noteholder irrevocably authorizes the Issuers hereby (i) acknowledges that it has fully reviewed Noteholder Representative to), at the GMAC Consent Issuer’s expense, execute and deliver to the Balfour Beatty Consent applicable Note Party such documents as the Issuer may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and (ii) by execution security interest granted under the Security Documents, or to evidence the release of this such Subsidiary Guarantor from its Guarantee under the Guarantee Agreement, hereby consenxx xx and agrees to be bound by in each case in accordance with the terms of the GMAC Consent Note Documents and this Section 9.20 (and the Balfour Beatty ConsentNoteholder Representative may rely conclusively on a certificate of a Responsible Officer of the Issuer to that effect provided to it by any Note Party upon its reasonable request without further inquiry). Any execution and delivery of documents pursuant to this Section 9.20 shall be without recourse to or warranty by the Noteholder Representative (other than a representation that the Noteholder Representative has not transferred the security interests granted to the Noteholder Representative in any Collateral to any other person). Any execution and delivery by the Noteholder Representative pursuant to this Section 9.20 or the release provisions of any Security Document shall be without recourse to or warranty by the Noteholder Representative (other than the absence of any encumbrance created, or transfer made, by it).

Collateral and Guarantee Matters. (a) Each Lender of the Lenders, the L/C Issuers, the London Administrative Agent and the Singapore Administrative Agent hereby irrevocably authorizes (and each Issuer agrees that any action taken other Guaranteed Party or Secured Party, whether or not a party hereto, shall be deemed, by its acceptance of the benefits of the Guarantees provided for under the Guarantee Agreement and the security interest provided for under the Security Documents, to have irrevocably authorized) the Administrative Agent or the Requisite Lenders (orto execute and deliver, where required by the express terms on behalf of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of itself and the other Loan DocumentsGuaranteed Parties or Secured Parties, as the case may be, the Guarantee Agreement and the Security Documents and to take such actions on its behalf and to exercise by such powers as are delegated to the Administrative Agent by the terms hereof or the Requisite Lenders (or, where so required, such greater proportion) of the powers set forth herein or thereinthereof, together with such other actions and powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders, Issuers and other Secured Parties. Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Issuers with respect to all payments and collections arising in connection herewith and with the Collateral Documents, (ii) execute and deliver each Collateral Document and accept delivery of each such agreement delivered by the Borrower or any of its Subsidiaries, (iii) act as collateral agent for the Lenders, the Issuers and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein, provided, however, that the Administrative Agent hereby appoints, authorizes and directs each Lender and Issuer to act as collateral sub-agent for the Administrative Agent, the Lenders and the Issuers for purposes of the perfection of all security interests and Liens with respect to the Collateral, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Collateral Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, exercise all remedies given to the Administrative Agent, the Lenders, the Issuers and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) Each No Guaranteed Party shall have any right individually to enforce any Guarantee provided under the Guarantee Agreement, and no Secured Party shall have any right individually to realize upon any of the Lenders Collateral provided under the Security Documents, it being understood and agreed that all powers, rights and remedies under the Issuers hereby consents to Loan Documents may be exercised solely by the release Administrative Agent on behalf of the Guaranteed Parties and hereby directsSecured Parties, as the case may be, in accordance with the terms hereofthereof. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent to release or any Lien held by Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the benefit purpose of bidding and making settlement or payment of the Lenders and the issuers against purchase price for all or any of the following: (i) all of the Collateral and all Loan Parties, upon termination of the Commitments and payment and satisfaction in full of all Loans, all Reimbursement Obligations and all other Obligations that the Administrative Agent has been notified in AMENDED AND RESTATED CREDIT AGREEMENT Macquarie Infrastructure Company Inc. writing are then due and payable (and, in respect of contingent Letter of Credit Obligations, with respect to which cash collateral has been deposited or a back-up letter of credit has been issued, in either case in the appropriate currency and on terms satisfactory to the Administrative Agent and the applicable Issuers); and (ii) any part portion of the Collateral sold or disposed of by a Loan Party if at any such Asset Sale is permitted by this Agreement (or permitted pursuant public sale, to a waiver of or consent to a transaction otherwise prohibited by this Agreement). Each use and apply any of the Lenders and the Issuers hereby directs the Administrative Agent to execute and deliver or file such termination and partial release statements and do such other things Loan Documents Obligations as are necessary to release Liens to be released pursuant to this Section 10.8 promptly upon the effectiveness of any such release. (c) Each a credit on account of the Lenders and the Issuers hereby consents to the release and hereby directs, in accordance with the terms hereof, purchase price for any collateral payable by the Administrative Agent, on behalf of the Guarantied Parties (as defined in the Guaranty) to release any Guarantor from its obligations under the Guaranty upon: (i) termination of the Commitments and payment and satisfaction in full of all LoansSecured Parties, all Reimbursement Obligations and all other Obligations that the Administrative Agent has been notified in writing are then due and payable (and, in respect of contingent Letter of Credit Obligations, with respect to which cash collateral has been deposited or a back-up letter of credit has been issued, in either case in the appropriate currency and on terms satisfactory to the Administrative Agent and the applicable Issuers); or (ii) the at such sale or other disposition disposition. Each Guaranteed Party and each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of such Person pursuant the benefits of the Guarantees provided under the Guarantee Agreement and the Collateral provided under the Security Documents, to an Asset Sale, provided, that the Net Cash Proceeds therefrom shall have been applied to repay the Obligations agreed to the extent required by Section 2.8 (Mandatory Prepayments)foregoing provisions. (d) Upon request by the Administrative Agent at any time, the Requisite Lenders will confirm in writing the Administrative Agent's authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty, pursuant to this Section 10.8. (e) Each of the Lenders and the Issuers hereby (i) acknowledges that it has fully reviewed the GMAC Consent and the Balfour Beatty Consent and (ii) by execution of this Agreement, hereby consenxx xx and agrees to be bound by the terms of the GMAC Consent and the Balfour Beatty Consent.

Collateral and Guarantee Matters. (a) Each Lender and each Issuer agrees that any action taken by the Administrative Agent or the Requisite Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Administrative Agent or the Requisite Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders, Issuers and other Secured Parties. Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Issuers with respect to all payments and collections arising in connection herewith and with the Collateral Documents, (ii) execute and deliver each Collateral Document and accept delivery of each such agreement delivered by the Borrower or any of its Subsidiaries, (iii) act as collateral agent for the Lenders, the Issuers and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein, provided, however, that the Administrative Agent hereby appoints, authorizes and directs each Lender and Issuer to act as collateral sub-agent for the Administrative Agent, the Lenders and the Issuers for purposes of the perfection of all security interests and Liens with respect to the Collateral, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Collateral Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, exercise all remedies given to the Administrative Agent, the Lenders, the Issuers and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. (b) Each of the Lenders and the Issuers hereby consents to the release and hereby directs, in accordance with the terms hereof, the Administrative Agent to release any Lien held by the Administrative Agent for the benefit of the Lenders and the issuers against any of the following: (i) all of the Collateral and all Loan Parties, upon termination of the Commitments and payment and satisfaction in full of all Loans, all Reimbursement Obligations and all other Obligations that the Administrative Agent has been notified in AMENDED AND RESTATED CREDIT AGREEMENT Macquarie Infrastructure Company Inc. writing are then due and payable (and, in respect of contingent Letter of Credit Obligations, with respect to which cash collateral has been deposited or a back-up letter of credit has been issued, in either case in the appropriate currency and on terms satisfactory to the Administrative Agent and the applicable Issuers); and (ii) any part of the Collateral sold or disposed of by a Loan Party if such Asset Sale is permitted by this Agreement (or permitted pursuant to a waiver of or consent to a transaction otherwise prohibited by this Agreement). Each of the Lenders and the Issuers hereby directs the Administrative Agent to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 10.8 promptly upon the effectiveness of any such release. (c) Each of the Lenders and the Issuers hereby consents to the release and hereby directs, in accordance with the terms hereof, the Administrative Agent, on behalf of the Guarantied Parties (as defined in the Guaranty) to release any Guarantor from its obligations under the Guaranty upon: (i) termination of the Commitments and payment and satisfaction in full of all Loans, all Reimbursement Obligations and all other Obligations that the Administrative Agent has been notified in writing are then due and payable (and, in respect of contingent Letter of Credit Obligations, with respect to which cash collateral has been deposited or a back-up letter of credit has been issued, in either case in the appropriate currency and on terms satisfactory to the Administrative Agent and the applicable Issuers); or (ii) the sale or other disposition of such Person pursuant to an Asset Sale, provided, that the Net Cash Proceeds therefrom shall have been applied to repay the Obligations to the extent required by Section 2.8 (Mandatory Prepayments). (d) Upon request by the Administrative Agent at any time, the Requisite Lenders will confirm in writing the Administrative Agent's authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty, pursuant to this Section 10.8. (e) Each of the Lenders and the Issuers hereby (i) acknowledges confirms that it has fully reviewed the GMAC Consent and the Balfour Beatty Consent and (ii) by execution of this Agreement, hereby consenxx xx and agrees to be bound by the terms of the GMAC Consent and the Balfour Beatty Consentis a Comparable Financial Institution.