Common use of Collateral and Guaranty Matters Clause in Contracts

Collateral and Guaranty Matters. The Lenders and the Issuing Banks irrevocably authorize the Collateral Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or (iii) if approved, authorized or ratified in writing in accordance with Section 9.02; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.16. In each case as specified in this Section 9.16, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.16.

Collateral and Guaranty Matters. The Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the Issuing Banks terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize the Administrative Agent and Collateral Agent, at its option and in its discretion, (i) Agent to take all such actions as shall be required to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Facility Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bankobligations), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.01, if approved, authorized or ratified in writing in accordance with Section 9.02; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Required Lenders. Neither Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02. Upon request by the nor Collateral Agent at shall be responsible for or have a duty to ascertain or inquire into any timerepresentation or warranty regarding the existence, value or collectability of the Collateral, the Required Lenders will confirm in writing the existence, priority or perfection of Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of propertythereon, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.16. In each case as specified certificate prepared by Borrower in this Section 9.16connection therewith, the nor shall Administrative Agent or Collateral Agent will, at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Grantor such documents as such Grantor may reasonably request Lenders for any failure to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents monitor or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 9.16Collateral.

Collateral and Guaranty Matters. (a) The Lenders and the Issuing Banks Bank Product Provider irrevocably authorize and direct the Collateral Administrative Agent, at its option and in its discretion,: (i) to release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (iA) upon termination of the aggregate Commitments and payment in full of all Credit Party Obligations (other than (i) contingent indemnification obligations as to which the extent no claim giving rise thereto has been asserted, (ii) Bank Product Debt that, at the time of determination, are allowed by the Person to whom such Bank Product Debt are owing to remain outstanding or are not required to be repaid or cash collateralized pursuant to the provisions of any document governing such Bank Product Debt, and (iii) the expiration or termination of all Letters of Credit so long as such Letters of Credit have been cancelled or returned to the Issuing Lender or the Issuing Lender has received Cash Collateral (unless cash-collateralized, back-stopped or otherwise provided for in a manner other collateral satisfactory to the Administrative Agent and the applicable Issuing BankLender) with respect to such Letters of Credit), (iiB) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor the Credit Documents, or (iiiC) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.02by the Required Lenders; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2(c); and (iii) to release any Guarantor from its obligations under the applicable Guaranty Agreement if such Person ceases to meet the definition of be a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of propertyCollateral, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.16Section. (b) 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 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. In each case as specified in this Section 9.168.10, the Collateral Administrative Agent willwill promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Grantor Credit Party such documents as such Grantor the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemSecurity Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty AgreementGuaranty, in each case in accordance with the terms of the Loan Credit Documents and this Section 9.168.10.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks Bank irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (ia) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Credit Document (i) upon the final termination of all of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been assertedobligations) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing BankBank shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or Credit Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 9.02; by the Required Lenders or (iiiv) to release any Guarantor from its obligations under that becomes Excluded Property or becomes the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect property of any other Material IndebtednessDesignated Real Estate Subsidiary; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Credit Document to the holder of any Lien on such property that is permitted by Section 6.02under clause (h) of the definition of Permitted Encumbrance; and (c) to release any Guarantor from its obligations under the Guaranty Agreement if such Person becomes an Excluded Subsidiary or ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.169.10. In each case as specified in this Section 9.16The 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 Collateral existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent will, at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Grantor such documents as such Grantor may reasonably request Lenders for any failure to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents monitor or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 9.16Collateral.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (ia) to transfer or release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnification obligations as to which no claim has been assertedobligations) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing BankL/C Issuer shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or Document, (iii) subject to Section 11.01, if approved, authorized or ratified in writing by Required Lenders, (iv) in accordance with the provisions of Section 9.024.09, or (v) after foreclosure or other acquisition of title if approved by Required Lenders; (iib) to release any Subsidiary Guarantor from its obligations under the any Subsidiary Guaranty Agreement if such Person ceases to meet the definition of own a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material IndebtednessBorrowing Base Property; and (iiic) to subordinate if all or any Lien on any property granted to portion of the Collateral is acquired by foreclosure or held by the deed in lieu of foreclosure, Administrative Agent under any Loan Document shall take title to the holder collateral in its name or by an Affiliate of Administrative Agent, but for the benefit of all Lenders in their Applicable Percentages on the date of the foreclosure sale or recordation of the deed in lieu of foreclosure. Administrative Agent and all Lenders hereby expressly waive and relinquish any Lien on such property that is permitted by Section 6.02right of partition with respect to any Collateral so acquired. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.16. In each case as specified in this Section 9.16, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.1610.10.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (ia) to release any Lien on any property Property of any Consolidated Party granted to or held by the Collateral Administrative Agent under any Loan Credit Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bankobligations), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition a Disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor by Section 7.05 or (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 9.02;by the Required Lenders; and (iib) to release any Subsidiary Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or (a) ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that , (b) no release shall occur if such Guarantor continues longer is required to be a guarantor Guarantor pursuant to Section 6.15, or (c) has been designated as an Excluded Subsidiary (in each case, a “Release”). Notwithstanding the foregoing, to the extent that following any such Release, any Real Property Asset owned by an otherwise to be released Subsidiary Guarantor that is obligated in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02outstanding recourse debt for Indebtedness shall not be deemed an Unencumbered Property hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority of the Administrative Agent to release any Lien or subordinate Subsidiary Guarantor from its interest in particular types or items obligations hereunder pursuant to this Section 9.11. Upon the release of propertyany Subsidiary Guarantor pursuant to this Section 9.11, or the Administrative Agent shall (to the extent applicable) deliver to the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the release any of such Subsidiary Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.16. In each case as specified in this Section 9.16, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.16Credit Documents.

Collateral and Guaranty Matters. The Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the Issuing Banks irrevocably authorize exercise by the Administrative Agent or Required Lenders 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. The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes the Administrative Agent, at its option option, and in its sole discretion,: (ia) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties; (b) to automatically release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to and Letters of Credit which no claim has have been assertedCash Collateralized or otherwise backstopped) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped other than Letters of Credit which have been Cash Collateralized or otherwise provided for in a manner as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable Issuing BankL/C Issuers shall have been made), (ii) that at the time the property subject to such Lien is sold or otherwise disposed of Disposed or to be sold or otherwise disposed of Disposed as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing in accordance with Section 9.02; by the Required Lenders or (iiiv) if the property subject to such Lien is owned by a Guarantor, upon release any of such Guarantor from its obligations under the its Guaranty Agreement if such Person ceases pursuant to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; andSection 9.10(d); (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any another Lien (i) permitted to exist on such property and (ii) permitted to be senior to the Liens of the Secured Parties under this Agreement; and (d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that is permitted by no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 6.027.03(v). Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.169.10. In each case as specified in this Section 9.169.10, the Collateral Administrative Agent willwill (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s ’ expense, execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty AgreementGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.169.10.

Collateral and Guaranty Matters. The Lenders (a) Each Bank and the Issuing Banks irrevocably authorize Letter of Credit Issuer hereby authorizes Administrative Agent to take the Collateral Agent, following actions and Administrative Agent hereby agrees to take such actions at its option and in its discretion,the request of Borrower: (i) to release any Lien on any property Property granted to or held by the Collateral Administrative Agent under any Loan Document Papers (ix) upon (A) termination of the aggregate all Commitments and payment in full of all Obligations (other than contingent indemnification obligations as obligations) owing under the Loan Papers to which no claim Administrative Agent, the Banks and (unless the Letter of Credit Issuer has been assertedadvised Administrative Agent that the Obligations owing to it are otherwise adequately provided for) the Letter of Credit Issuer and owing to any Secured Hedge Provider under any Obligation with respect to a Hedge Transaction (other than a Secured Hedge Provider that has advised Administrative Agent that the expiration Obligations owing to it are otherwise adequately provided for or novated), and (B) termination of all Letters of Credit Hedge Transactions with Secured Hedge Providers (unless cash-collateralized, back-stopped or other than any Secured Hedge Provider that has advised Administrative Agent that such Hedge Transactions are otherwise adequately provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bankor novated), (iiy) that is, or is sold or otherwise disposed of or to be sold be, sold, released or otherwise disposed of as part permitted pursuant to the terms of or in connection with any sale or other disposition permitted hereunder or under any other the Loan Document to a Person that is not a Grantor Papers, or (iiiz) if approved, authorized or ratified in writing in accordance by Majority Banks (or, if approval, authorization or ratification by all Banks is required with respect to the release or substitution of all or substantially all of the collateral for the Obligations pursuant to Section 9.0214.2(c), then by all Banks); (ii) to release any Guarantor from its obligations under the Guaranty Agreement Loan Papers if such Person ceases to meet the definition of a Guarantor or ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtednessunder the Loan Papers; and (iii) to subordinate execute and deliver to Borrower, at Borrower’s sole cost and expense, any Lien on any property granted and all releases of Liens, guaranty releases, termination statements, assignments or other documents necessary or useful to accomplish or held by evidence the foregoing. (b) Upon the request of Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02. Upon request by the Collateral Agent at any time, the Required Lenders Majority Banks will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement Collateral pursuant to this Section 9.16. In each case as specified 12.14. (c) Notwithstanding anything contained in this Section 9.16, any of the Collateral Agent will, at the Borrower’s expense, execute and deliver Loan Papers to the applicable Grantor such documents as such Grantor may reasonably request contrary, no Person other than Administrative Agent has any individual right to evidence realize upon any of the release of such item of Collateral from collateral subject to the assignment and security interest granted Security Instruments or to enforce any Liens or remedies under the Collateral Documents or to subordinate its interest in such itemSecurity Instruments, or to release such Guarantor from its obligations and all powers, rights and remedies under the Guaranty AgreementSecurity Instruments may be exercised solely by Administrative Agent on behalf of the Persons secured or otherwise benefitted thereby. (d) By accepting the benefit of the Liens granted pursuant to the Security Instruments, in each case in accordance with Person secured by such Liens that is not a party hereto agrees to the terms of the Loan Documents and this Section 9.1612.14 and each Secured Hedge Provider consents to the grant by the Credit Parties to Administrative Agent of Liens on all Hedge Agreements and Hedge Transactions between such Secured Hedge Provider and any Credit Party.

Collateral and Guaranty Matters. The Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise expressly set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the Issuing Banks exercise by the Required Lenders 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. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and Liens upon the Collateral granted pursuant to the Loan Documents. Each of the Lenders irrevocably authorize authorizes the Administrative Agent and the Collateral Agent, at its option and in its discretion,option: (ia) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties; (b) to automatically release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations as not then due and (y) Cash Management Obligations or obligations and liabilities pursuant to which no claim has been assertedSecured Hedge Agreements) that are accrued and payable and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing BankCommitments), (ii) that at the time the property subject to such Lien is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or Loan Party, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) such property constitutes Excluded Assets (other than if such Lien on the Collateral was originally created on Excluded Assets at the request of the Lead Borrower; provided that the Lead Borrower may re-designate such property as an Excluded Asset by notice in accordance with Section 9.02; writing to the Agents in its sole discretion if the property would then constitute an Excluded Asset at the time of such re-designation), (iiv) to the extent provided in the Collateral Documents and an Intercreditor Agreement or (vi) if the property subject to such Lien is owned by a Guarantor, upon release any of such Guarantor from its obligations under the its Guaranty Agreement if such Person ceases pursuant to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; andSection 9.10(d); (iiii) to release or subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document to the holder of another Lien (A) permitted to exist on such property, including any Lien on such property permitted under Sections 7.01(b) and (v), and (B) permitted to be senior to the Liens of the Secured Parties under this Agreement and (ii) to enter into subordination or intercreditor agreements with respect to Indebtedness that is expressly required or permitted to be subordinated hereunder and/or secured by Section 6.02Liens (including priority thereof) and to the extent the Administrative Agent or the Collateral Agent is otherwise contemplated herein as being a party to such intercreditor or subordination agreement, including an Intercreditor Agreement; and (d) to automatically release any Guarantor (other than the Lead Borrower) from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.169.10. In each case as specified in this Section 9.169.10, the Administrative Agent and the Collateral Agent willshall (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty AgreementGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.169.10.

Collateral and Guaranty Matters. (a) The Lenders and the Issuing Banks irrevocably authorize the Collateral Agent and the Mine Collateral Agent, at its their option and in its their discretion, (i) to release any Lien on any property granted to or held by the Collateral Agent or the Mine Collateral Agent (as the case may be) under any Loan Document (ix) upon termination of on or after the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank)Termination Date, (iiy) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other the Loan Document to a Person that is not a Grantor Documents or (iiiz) subject to Section 9.2, if approved, authorized or ratified in writing in accordance with Section 9.02by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.026.3(e) or to any Permitted Encumbrance; and (iii) to release any Guarantor from its obligations under the Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Collateral Agent or the Mine Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s or the Mine Collateral Agent’s (as the case may be) authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement Loan Documents pursuant to this Section 9.16. In each 8.10. (b) The Collateral Agent and the Mine Collateral 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 any Collateral, the existence, priority or perfection of the Collateral Agent’s or the Mine Collateral Agent’s (as the case as specified may be) Lien thereon, or any certificate prepared by any Loan Party in this Section 9.16connection therewith, nor shall the Collateral Agent will, at or the Borrower’s expense, execute and deliver Mine Collateral Agent (as the case may be) be responsible or liable to the applicable Grantor such documents as such Grantor may reasonably request Lenders for any failure to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents monitor or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 9.16Collateral.

Collateral and Guaranty Matters. The (a) Without limiting the provisions of Section 10.8, the Lenders and the Issuing Banks irrevocably authorize the Collateral Agent, at its option and in its discretion,: (i) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (iA) upon termination of on the aggregate Commitments and payment in full of Termination Date (or such other date on which all Obligations (other than contingent indemnification obligations as to which no claim has then outstanding have been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for paid in a manner satisfactory to the Administrative Agent and the applicable Issuing Bankfull), (iiB) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other the Loan Document to a Person that is not a Grantor Documents or (iiiC) subject to Section 11.1, if approved, authorized or ratified in writing in accordance with Section 9.02;by the Majority Lenders; and (ii) to release any Guarantor from its obligations under the its Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by under the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02Documents. Upon request by the Collateral Agent at any time, the Required Majority Lenders will confirm in writing the Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of propertyCollateral, or to release any Guarantor from its obligations under the its Guaranty Agreement pursuant to this Section 9.16. In each case as specified in this Section 9.1610.9. (b) The Agent will 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 Collateral existence, priority or perfection of the Agent’s Lien thereon, or any certificate prepared by the Borrower in connection therewith, nor will the Agent will, at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Grantor such documents as such Grantor may reasonably request Lenders for any failure to evidence monitor or maintain any portion of the release Collateral. (c) The Agent is authorized on behalf of such item all the Lenders, without the necessity of Collateral any notice to or further consent from the assignment Lenders, from time to time to take any action with respect to any Collateral or any Security Agreement which may be necessary to perfect and security interest granted under maintain perfected the Liens on the Collateral Documents granted pursuant to any such Security Agreement or protect and preserve the Agent’s ability to subordinate its interest in such item, enforce the Liens or to release such Guarantor from its obligations under realize upon the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.16Collateral.

Collateral and Guaranty Matters. (a) Except as specifically otherwise provided in any of the Collateral Documents, the Agent is hereby authorized on behalf of all of the Lenders, without assumption of any duty or obligation in respect of and without the necessity of any notice to or further consent from any other Lender, to take any action with respect to any Collateral or Collateral Documents that may be necessary to perfect and maintain perfected the Agent's Liens upon the Collateral. (b) The Lenders and the Issuing Banks hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Agent upon any Collateral Agent under any Loan Document (i) upon from and after the day of termination of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory any Collateral Document pursuant to the Administrative Agent and the applicable Issuing Bank), terms thereof; (ii) that is constituting property being sold or otherwise disposed of or if the Borrower certifies to be sold or otherwise disposed of as part of or in connection with any the Agent that the sale or other disposition is permitted hereunder or under the relevant Collateral Document and this Agreement (and the Agent may rely conclusively on any other Loan Document such certificate, without further inquiry, unless notified to a Person that is not a Grantor the contrary by the Required Lenders); or (iii) if approved, authorized or ratified in writing in accordance with Section 9.02; by all Lender Parties; provided, however, that (iix) the Agent -------- ------- shall not be required to execute any such documents on terms that create any obligation or entail any consequence other than the release any Guarantor from its obligations under the Guaranty Agreement if of such Person ceases to meet the definition of a Guarantor Liens without recourse or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no warranty, and (y) such release shall occur if such Guarantor continues to be a guarantor not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower in respect of) all assets retained by the Borrower/Borrowers, including the proceeds of any other Material Indebtedness; and (iii) Asset Disposition, all of which shall continue to subordinate any Lien on any property granted to or held by constitute part of the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02Collateral. Upon request by the Collateral Agent at any time, the Required Lenders other Lender Parties will confirm in writing the Collateral Agent’s 's authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement Collateral pursuant to this Section 9.16. In each case 8.09(b). (c) The Agent shall have no obligation whatsoever to any other Lender or other Person to assure that the Collateral exists or is owned by the Borrower or (except as specified otherwise expressly required by the Collateral Documents) is cared for, protected or insured, or that the Liens of the Agent thereunder have been properly created, perfected, protected or enforced or are entitled to any particular priority. (d) Except as otherwise provided in this Section 9.16the Loan Documents, the Agent may act in any manner it may deem appropriate in respect of the Collateral, in its discretion, given the Agent's own interest in the Collateral as a Lender, and the Agent willshall have no duty or liability whatsoever with respect thereto to any other Lender. (e) Each Lender hereby approves the form of the other Loan Documents attached as exhibits to this Agreement and hereby authorizes the Agent on its behalf to accept from Holdings, at the Borrower’s expense, Borrower and the Subsidiary Guarantors and execute and deliver as Agent, the other Loan Documents in substantially the form of such exhibits, with such changes, additions or deletions as the Agent, in its discretion, may approve as necessary or appropriate, such approval to be conclusively evidenced by the Agent's acceptance or execution thereof. Each Lender also authorizes the Agent to accept, or execute and deliver, such additional documents (including financing statements, opinions, certificates and other documents in form and substance satisfactory to the applicable Grantor such documents as such Grantor may reasonably request Agent, in its discretion) in connection with the closing pursuant to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemSection 3.01, or to release such Guarantor from its obligations under any subsequent closing for the Guaranty Agreementpledge of any other Collateral, or any additional Guaranties as the Agent, in each case in accordance with its discretion, may approve, such approval to be conclusively evidenced by the terms of the Loan Documents and this Section 9.16Agent's acceptance or execution thereof.

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacities as a potential Cash Management Bank and Hedge Bank) irrevocably authorizes the Issuing Banks irrevocably authorize Administrative Agent and the Collateral Agent, at its option and in its discretion,each of the Administrative Agent and the Collateral Agent agrees that it will: (ia) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than (x) obligations and liabilities under Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Hedge Bank shall have been made, (y) contingent indemnification obligations as to which no claim has been assertednot yet accrued and payable and (z) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing BankCash Management Obligations), (ii) that at the time the property subject to such Lien is sold or otherwise disposed of transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan Document to any Person other than a Person Borrower or any of its Domestic Subsidiaries that is not a Grantor or are Guarantors, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing in accordance with Section 9.02; by the Required Lenders, or (iiiv) if the property subject to such Lien is owned by a Guarantor, upon release any of such Guarantor from its obligations under the Guaranty Guarantee and Collateral Agreement if such Person ceases pursuant to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; andclause (c) below; (iiib) to release or subordinate any Lien 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 on such property that is permitted by Section 6.027.01(d); (c) release any Guarantor from its obligations under the Guarantee and Collateral Agreement if such Person ceases to be a Subsidiary as a result of a transaction or designation permitted hereunder; and release any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Indebtedness (other than the Obligations) of any Borrower or any of its Subsidiaries. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Guarantee and Collateral Agreement pursuant to this Section 9.169.11. In each case as specified in this Section 9.169.11, the Collateral applicable Agent willwill (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to evidence the release of such Guarantor from its obligations under the Guaranty Guarantee and Collateral Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.169.11.

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacities as a potential or actual Cash Management Bank and a potential Hedge Bank) and the Issuing Banks Issuers irrevocably authorize authorizes the Administrative Agent and the Collateral Agent, at its option and in its discretion,each of the Administrative Agent and the Collateral Agent agrees that it will: (ia) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination the Discharge of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank)Obligations, (ii) that at the time the property subject to such Lien is sold or otherwise disposed of transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan Document (including in connection with a Permitted Sale-Leaseback Transaction) to a any Person that is not a Grantor other than Holdings, the Borrower or any of the Guarantors, (iii) subject to Section 12.1, if the release of such Lien is approved, authorized or ratified in writing in accordance with Section 9.02; by the Requisite Lenders, or (iiiv) if the property subject to such Lien is owned by a Guarantor, upon release any of such Guarantor from its obligations under the its Guaranty Agreement if such Person ceases pursuant to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; andclause (c) below; (iiib) to release or subordinate any Lien 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 on such property that is permitted by Section 6.029.1(i); (c) release any Guarantor from its obligations under the Guaranty if (i) in the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder or (ii) in the case of Holdings, as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Term Facility, Senior Notes, any Credit Agreement Refinancing Indebtedness or any Junior Financing; and (d) if any Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer of the Borrower), and the Borrower notifies the Administrative Agent in writing that it wishes such Guarantor to be released from its obligations under the Guaranty and provides the Administrative Agent and the Collateral Agent such certifications or documents with respect thereto as either such Agent shall reasonably request, (i) release such Subsidiary from its obligations under the Guaranty and (ii) release any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary; provided that no such release shall occur if such Subsidiary continues to be a guarantor in respect of the Term Facility, the Senior Notes, any Credit Agreement Refinancing Indebtedness or any other Junior Financing. Upon request by the Collateral Administrative Agent at any time, the Required Requisite Lenders will confirm in writing the Collateral Agent’s authority to release any Lien or subordinate its security interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.1611.11. In Notwithstanding the foregoing, in each case as specified in this Section 9.1611.11, the Collateral applicable Agent willwill (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, promptly execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to evidence the release of such Guarantor from its obligations under the Guaranty AgreementGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.1611.11. In connection with the delivery of any such release or subordination documentation by the Administrative Agent pursuant to this Section 11.11, the Borrower shall have delivered to the Administrative Agent, prior to the date of the proposed release or subordination, a written request for release or subordination identifying the relevant Guarantor and/or Collateral and the terms of the sale or other disposition or transaction in reasonable detail, including such other information as the Administrative Agent shall reasonably request, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents.

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacities as a potential Hedge Bank) and the Issuing Banks L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (ia) to automatically release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Treasury Services Agreements and Secured Hedge Agreements as to which no claim has arrangements satisfactory to the applicable Hedge Bank shall have been assertedmade) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing BankL/C Issuer shall have been made), (ii) that at the time the property subject to such Lien is sold or otherwise disposed of Disposed or to be sold or otherwise disposed of Disposed (other than to another Company Party) as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing in accordance with Section 9.02; by the Required Lenders or (iiiv) if the property subject to such Lien is owned by a Guarantor, upon release any of such Guarantor from its obligations under the its Guaranty Agreement if such Person ceases pursuant to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; andclause (c) below; (iiib) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.027.01(u) to the extent required by the holder of, or pursuant to the terms of any agreement governing, the obligations secured by such Liens; and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Junior Financing. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.169.10. In each case as specified in this Section 9.169.10, the Collateral Administrative Agent willwill (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty AgreementGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.169.10.

Collateral and Guaranty Matters. The Each of the Lenders and the Issuing Banks L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (ia) to release any Lien on (x) any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been assertedobligations) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing BankL/C Issuer shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor Loan Party or (iii) if approved, authorized or ratified in writing in accordance with Section 9.02;10.01 or (y) any Equity Interests of a Subsidiary of the Borrower granted to or held by the Administrative Agent under any Loan Document if such Subsidiary (A) does not own a Portfolio Property that is included in the Borrowing Base and (B) does not, directly or indirectly, own any Equity Interests of any Affiliated Investor that owns a Portfolio Property included in the Borrowing Base; and (iib) to release any Guarantor that is a Subsidiary of the Borrower from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or (i) ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be hereunder or (ii) becomes an Excluded Subsidiary as a guarantor result of a transaction permitted hereunder and in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by accordance with the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02terms hereof. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, any Collateral or to release any Guarantor that is a Subsidiary of the REIT from its obligations under the Guaranty Agreement pursuant to this Section 9.169.10. In each case as specified in this Section 9.169.10, the Collateral Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to release such Guarantor that is a Subsidiary of the REIT from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.169.10.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (ia) to transfer or release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bankobligations), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or Document, (iii) subject to Section 11.01, if approved, authorized or ratified in writing by Required Lenders, (iv) in accordance with the provisions of Section 9.024.09, (v) in accordance with the Intercreditor Agreement or (vi) after foreclosure or other acquisition of title if approved by Required Lenders; (iib) to release any Subsidiary Guarantor from its obligations under the any Subsidiary Guaranty Agreement if such Person, or the limited partnership in which such Person is the general partner, ceases to meet the definition of own a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material IndebtednessBorrowing Base Property; and (iiic) if all or any portion of the Collateral is acquired by foreclosure or by deed in lieu of foreclosure, Administrative Agent shall take title to subordinate the collateral in its name or by an Affiliate of Administrative Agent, but for the benefit of all Lenders in their Applicable Percentages on the date of the foreclosure sale or recordation of the deed in lieu of foreclosure. Administrative Agent and all Lenders hereby expressly waive and relinquish any Lien on right of partition with respect to any property Collateral so acquired. In its capacity, the Administrative Agent is a “representative” of the Lenders within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Administrative Agent to enter into the Intercreditor Agreement and each of the Security Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Lender (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted to or held by any Security Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent under for the benefit of the Lenders upon the terms of the Security Documents. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Lenders any Loan Document Documents necessary or appropriate to the holder of any grant and perfect a Lien on such property that is permitted by Section 6.02Collateral in favor of the Administrative Agent on behalf of the Lenders. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.1610.10. In each case Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to Section 10.10(a)(ii), or consented to in writing by the Required Lenders or all of the Lenders, as specified in this Section 9.16applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Collateral Administrative Agent will, at shall (and is hereby irrevocably authorized by the Borrower’s expense, Lenders to) execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request be necessary to evidence the release of such item the Liens granted to the Administrative Agent for the benefit of Collateral from the assignment and security interest granted under Lenders herein or pursuant hereto upon the Collateral Documents that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to subordinate its interest in execute any such item, or to release such Guarantor from its obligations under the Guaranty Agreementdocument on terms which, in each case the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in accordance with any manner discharge, affect or impair the terms Obligations or any Liens upon (or obligations of the Loan Documents and this Section 9.16Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which, if applicable, shall continue to constitute part of the Collateral.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion,agree: (ia) to release that any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document shall be automatically released (i) upon termination of the aggregate Commitments of all the Lenders and the L/C Issuer and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been assertednot yet accrued and payable) and the expiration or termination of all Letters of Credit (unless cash-collateralizedother than Letters of Credit in which the Outstanding Amount of the L/C Obligations related thereto have been Cash Collateralized or, back-stopped or otherwise provided for in a manner if satisfactory to the Administrative Agent and the applicable Issuing BankL/C Issuer in its sole discretion, for which a backstop letter of credit is in place), (ii) that at the time the property subject to such Lien is sold or otherwise disposed of transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan Document to a Person that is not a Grantor Loan Party, or (iii) subject to Section 11.01, if the release of such Lien is approved, authorized or ratified in writing in accordance with Section 9.02by the Required Lenders; (iib) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02. 7.01(i); (c) that any Guarantor (other than the Borrowers) shall be automatically released from its obligations under the Guarantee in Article 10 if in the case of any Guarantor, such Person ceases to be a Subsidiary as a result of a transaction or designation permitted hereunder; (d) if any Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer) and Holdings notifies the Administrative Agent in writing that it wishes such Guarantor to be released from its Obligations hereunder or its obligations under the Guarantee in Article 10 hereto such Subsidiary shall be automatically released from its Obligations hereunder or its obligations under its Guarantee; Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.169.12. In each case as specified in this Section 9.169.12, the Collateral Administrative Agent willwill promptly (and each Lender and each L/C Issuer irrevocably authorizes the Administrative Agent to), at the BorrowerHolding’s expense, execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to evidence the release of such Guarantor Loan Party from its obligations under any of the Guaranty AgreementLoan Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.169.12.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks Credit Parties irrevocably authorize the Collateral Agent, at its option and in its discretion, (ia) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and in accordance with Section 1.02(c), and/or the expiration expiration, termination or termination Cash Collateralization of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory other arrangements acceptable to the Administrative Agent and the applicable Issuing BankL/C Issuer), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of (to a Person that is not a Loan Party) as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor Document, or (iii) if approved, authorized or ratified in writing by the Applicable Lenders in accordance with Section 9.0210.01; (iib) to subordinate, make senior or make pari passu any Lien on any Term Priority Collateral granted to or held by the Agent under any Loan Document to or with the Lien of any other Person on such property, as contemplated by clauses (q) or (r) of the definition of Permitted Encumbrances and to enter into the applicable Intercreditor Agreement and other intercreditor arrangements contemplated under clause (r) of the definition of Permitted Encumbrances or otherwise under this Agreement; and (c) to release any Guarantor from its obligations under the Guaranty Agreement Loan Documents if such Person ceases to meet the definition of a Guarantor or ceases to be a Restricted Subsidiary, becomes an Unrestricted Subsidiary as a result of a transaction permitted hereunder; provided that no hereunder or to release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document Party from its obligations under the Loan Documents in the event that such Loan Party shall dispose of all or substantially all of its assets and shall cease to the holder of own any Lien on such property that is Collateral in a transaction permitted by Section 6.02hereunder. Upon request by the Collateral Agent at any time, the Required Applicable Lenders will confirm in writing the Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty and Security Agreement pursuant to this Section 9.169.11 and its authority to give the releases set forth in Section 10.21. In each case as specified The Agent agrees upon the request of the Lead Borrower and at the Borrowers’ expense to negotiate in good faith and enter into any Intercreditor Agreement or customary intercreditor agreement permitted under this Agreement in connection with the incurrence by the Lead Borrower or any Restricted Subsidiary of the applicable secured Indebtedness. Notwithstanding anything to the contrary herein, the provisions of this Section 9.169.11 shall be in addition to, and not a limitation upon, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release provisions of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.1610.21.

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacity as a potential Hedge Bank and a potential Cash Management Bank) and the Issuing Banks L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (ia) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank)Facility Termination Date, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document, (iii) pursuant to a Person that is not a Grantor Section 6.12(e), (iv) in connection with the release of any Subsidiary Guarantor pursuant to Section 9.10(c) or (iiiv) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 9.0210.01; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.027.01(i); and (c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty to which it is a party if (i) such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (ii) the Company shall have delivered to the Administrative Agent satisfactory written evidence demonstrating that after giving effect to such release the Loan Party Threshold and the Opinion Loan Party Threshold would continue to be satisfied; provided that, in the case of this clause (ii), no such release shall be made (A) if a Default exists, (B) with respect to any Subsidiary that is a Designated Borrower unless such Subsidiary’s status as a Designated Borrower is permitted to be terminated by Section 2.14(e), (C) unless such release is for business planning purposes reasonably acceptable to the Administrative Agent and (D) if after giving effect to such release, more than five (5) releases shall have been made pursuant to this clause (ii) since the Closing Date. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.169.10. 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 prepared by any Loan 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. In each case as specified in this Section 9.169.10, the Collateral Administrative Agent will, at the BorrowerCompany’s expense, execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreementto which it is a party, in each case in accordance with the terms of the Loan Documents and this Section 9.169.10.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (ia) to To transfer or release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnification obligations as to which no claim has been assertedobligations) and the expiration or termination of all Letters of Credit, (other than Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable Issuing BankL/C Issuer have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or Document, (iii) subject to Section 11.01, if approved, authorized or ratified in writing by Required Lenders, (iv) after foreclosure or other acquisition of title if approved by the Required Lenders, or (v) that is permitted or required to be released in accordance with Section 9.022.17; (iib) to release any Guarantor from its obligations under the any Subsidiary Guaranty Agreement if such Person ceases to meet the definition of be a Guarantor Subsidiary or ceases to be required to be a Subsidiary Guarantor as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor as set forth in respect of any other Material IndebtednessSections 2.17 or 8.04(a); and (iiic) to subordinate If all or any Lien on any property granted to portion of the Collateral is acquired by foreclosure or held by retention in full or partial satisfaction of the Obligations, Administrative Agent under any Loan Document shall take title to the holder Collateral in its name or by an Affiliate of Administrative Agent, but for the benefit of all Lenders in their Applicable Percentages on the date of the foreclosure sale or retention in full or partial satisfaction of the Obligations. Administrative Agent and all Lenders hereby expressly waive and relinquish any Lien on such property right of partition with respect to any Collateral so acquired. (d) Each Lender authorizes and directs Administrative Agent to enter into the Security Documents for the benefit of Lenders. Except to the extent unanimity is required hereunder, (i) each Lender agrees that is permitted any action taken by Section 6.02. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.16. In each case as specified in this Section 9.16, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms provisions of the Loan Documents Documents, and this Section 9.16the exercise by Required Lenders 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 Lenders, and (ii) each Lender agrees that any action taken by Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by Required Lenders 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 Lenders.

Collateral and Guaranty Matters. The Each of the Lenders and the Issuing Banks irrevocably authorize the Administrative Agent and the Collateral Agent, at its option and each of the Administrative Agent and the Collateral Agent shall to the extent requested by the Borrower or, solely in its discretionthe case of clause (d) below, to the extent provided for under this Agreement and, in each case of clauses (a) through (d) below, to the extent permitted under the terms of the Closing Date Intercreditor Agreement, (ia) 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 aggregate Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank), (ii) that is sold or otherwise sold, disposed of or distributed or to be sold or otherwise sold, disposed of or distributed as part of or in connection with any sale or other disposition transaction permitted hereunder or under any other Loan Document Document, in each case to a Person that is not a Grantor Loan Party nor is required to become a Loan Party (but no release of such Lien shall occur on account of this Section 9.11(a) as a result of any foreclosure of a Lien to the extent such foreclosure would otherwise be a permitted disposition or other permitted transaction hereunder), (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, (iv) that constitutes Excluded Property as a result of an occurrence not prohibited hereunder, (v) any equity interests in accordance with Section 9.02; a Person that becomes and continues to be an Excluded Subsidiary (iiother than the equity interests in any Immaterial Subsidiaries listed as pledged in Schedule II of the Security Agreement) to or (vi) owned by a Guarantor upon release any of such Guarantor from its obligations under the its Guaranty Agreement if such Person ceases pursuant to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; andclause (c) below; (iiib) to release or 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 Permitted Lien on such property that is permitted by clauses (1) (solely with respect to cash deposits), (4) (solely with respect to cash deposits), (5) (solely to subordinate to such Lien, but not to release any assets subject to it), (6) (only with regard to Section 6.027.01(d)), (9), (11) (solely with respect to cash deposits), (16), (17) (other than with respect to self-insurance arrangements), (18) (solely to the extent constituting Excluded Property), (21), (23) (solely to the extent relating to a lien of the type allowed pursuant to clause (9) of the definition thereof), (25) (solely to the extent relating to a lien of the type allowed pursuant to clause (6) of the definition of “Permitted Liens” and securing obligations under Indebtedness of the type allowed pursuant to Section 7.01(d)), (26) (solely to the extent the Lien of the Collateral Agent on such property is not, pursuant to such agreements, required or permitted to be senior to or pari passu with such Liens), (29) (solely with respect to cash deposits), (34), (39) (only for so long as required to be secured for such letter of intent or investment), (45), (46) (solely to subordinate to such Lien, but not to release any assets subject to it) and (48) of the definition thereof; (c) release any Guarantor from its obligations under the applicable Guaranty if in the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary or otherwise becomes and continues to be an Excluded Subsidiary (other than by operation of clause (b) of the definition; except if (1) any Subsidiary that becomes a non-Wholly Owned Subsidiary after the Closing Date as a result of (x) the issuance or other Disposition of Equity Interests of such Subsidiary in either case to a Person that is not a Loan Party or an Affiliate of a Loan Party, (y) such issuance or Disposition was not entered into in contemplation of such Subsidiary’s ceasing to constitute a Loan Party or in contemplation of this release provision and (z) such issuance or Disposition was pursuant to a bona joint venture otherwise permitted to exist under the other terms of this Agreement and (2) no Event of Default has occurred and is continuing or would be reasonably expected to result therefrom, then such Person becoming and continuing to be an Excluded Subsidiary may be released hereby) as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of, to the extent incurred by a Loan Party, any other Indebtedness, in each case, with an aggregate outstanding principal amount in excess of $5,750,000; and (d) enter into any Intercreditor Agreement contemplated by this Agreement without any further approval of the Lenders. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.169.11. In each case as specified in this Section 9.169.11, the Collateral applicable Agent willwill (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to evidence the release of such Guarantor from its obligations under the Guaranty AgreementGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.16.9.11. Additionally, upon reasonable request of the Borrower, the Collateral Agent will return possessory Collateral held by it that is released from the security interests created by the Collateral Documents pursuant to this Section 9.11; provided that in each case of this Section 9.11, the Borrower shall have delivered to the Administrative Agent and Collateral Agent a certificate of a Responsible Officer of the Borrower certifying that any such transaction has been consummated in compliance with this Agreement and the other Loan Documents and that such release is permitted hereby (and the Secured Parties hereby authorize and direct the Agents to rely on such certificate in performing their obligations under this Section 9.11); provided, that in the event that the Collateral Agent loses or misplaces any possessory collateral delivered to the Collateral Agent by the Borrower, upon reasonable request of the Borrower, the Collateral Agent shall provide a loss affidavit to the Borrower, in the form customarily provided by the Collateral Agent in such circumstances. Absent the prior written consent of the Required Lenders, no release (whether by way any transaction or series of transactions) shall be given effect (x) as to any Person that is an obligor with respect to the Obligations, or any property as Collateral (whether by operation of the definition of Excluded Property,

Collateral and Guaranty Matters. In its capacity as Administrative Agent, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Administrative Agent to enter into each of the Security Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Party (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Security Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Security Documents. In the event that any Pledged Equity is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Pledged Equity in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders and the Issuing Banks irrevocably hereby authorize the Collateral Administrative Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Administrative Agent under upon any Loan Document Pledged Equity: (i) upon termination of the aggregate Commitments and payment as described in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing BankSection 9.02(d), ; (ii) that is sold or otherwise disposed as permitted by, but only in accordance with, the terms of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other the applicable Loan Document to a Person that is not a Grantor Document; or (iii) if approved, authorized or ratified in writing in accordance with Section 9.02; (ii) to by the Required Lenders, unless such release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases is required to be a Subsidiary as a result approved by all of a transaction permitted the Lenders hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of propertyPledged Equity pursuant hereto. Upon any sale or transfer of assets constituting Pledged Equity which is permitted pursuant to the terms of any Loan Document, or consented to release any Guarantor from its obligations under in writing by the Guaranty Agreement pursuant Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to this Section 9.16. In each case as specified in this Section 9.16the Administrative Agent, the Collateral Administrative Agent will, at shall (and is hereby irrevocably authorized by the Borrower’s expense, Lenders to) execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Pledged Equity that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreementdocument on terms which, in each case the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in accordance with any manner discharge, affect or impair the terms Obligations or any Liens upon (or obligations of the Loan Documents and this Section 9.16Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Pledged Equity.

Collateral and Guaranty Matters. The Each of the Lenders and the Issuing Banks each L/C Issuer irrevocably authorize the Collateral each Agent, at its option and in its discretion, (ia) to release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent and/or the Canadian Administrative Agent under any Loan Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations under the Loan Documents (other than unasserted contingent indemnification or expense reimbursement obligations, obligations as owing under Treasury Management Agreements or Swap Contracts or L/C Obligations to which no claim has been assertedthe extent Cash Collateralized) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing BankL/C Issuer shall have been made), (ii) that is sold or otherwise disposed of transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale sale, disposition or other disposition transaction permitted hereunder or under any other Loan Document to a Person that is not a Grantor or any Involuntary Disposition, or (iii) if approved, authorized or ratified in writing as approved in accordance with Section 9.0211.01; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative applicable Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.028.01(i); and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral applicable Agent at any time, the Required Lenders will promptly confirm in writing the Collateral such Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement Guaranty, pursuant to this Section 9.1610.10. In each case as specified in this Section 9.16Neither Agent shall 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 Collateral existence, priority or perfection of such Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall such Agent will, at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Grantor such documents as such Grantor may reasonably request Lenders for any failure to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents monitor or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 9.16Collateral.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks L/C Issuers irrevocably authorize and direct each of the Administrative Agent and/or Collateral Agent, at its option and in its discretion,as applicable: (a) to release (i) to release any Lien on any property Property granted to or held by the Collateral Agent under any Loan Document (iA) upon termination of the aggregate Aggregate Revolving Commitments and payment in full of all Obligations outstanding under the Loan Documents (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration expiration, termination or termination Cash Collateralization of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank)Credit, (iiB) that is sold or otherwise disposed of transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or (iiiC) subject to Section 11.01, if approved, authorized or ratified in writing in accordance with Section 9.02; by the Required Lenders, (ii) to release any Guarantor from its obligations under Lien on the Guaranty Agreement if such Person ceases to meet Capital Stock of any Subsidiary that becomes a Non‑Pledged Subsidiary at any time after the definition of a Guarantor or ceases to be a Subsidiary Closing Date as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be hereunder and (iii) any Lien on the Property or Capital Stock of Wireless LLC, CBTS or any Subsidiary of CBTS contemplated by Section 7.12(c), upon the consummation of a guarantor in respect of any other Material Indebtedness; andWireless Disposition or CBTS Disposition, as applicable; (iiib) to subordinate any Lien on any property Property granted to or held by the Administrative Collateral Agent under any Loan Document to the holder of any Lien on such property Property that is permitted by Section 6.028.01(i); and (c) to release any Guarantor from its obligations under the Guaranty (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (ii) if such Person (including, without limitation, Wireless LLC, CBTS or any Subsidiary of CBTS as contemplated by Section 7.12(c)) becomes an Excluded Subsidiary at any time after the Closing Date as a result of a transaction permitted hereunder. In connection with any termination or release pursuant to this Section 10.10, the Administrative Agent and/or the Collateral Agent shall promptly execute and deliver to the Borrower or any Subsidiary, at the Borrower’s or such Subsidiary’s expense, all documents that the Borrower or such Subsidiary shall reasonably request to evidence such termination or release. Effective immediately upon any Loan Party ceasing to be a Subsidiary or ceasing to be a Guarantor, such Loan Party shall cease to be a party to this Agreement. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or Collateral Agent’s ’s, as applicable, authority to release any Lien or subordinate its interest in particular types or items of propertyProperty, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.16. In each case as specified in 10.10; provided that the failure to obtain such confirmation shall not derogate from the rights of the Borrower and the Subsidiaries under this Section 9.16, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.1610.10.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks Purchasers irrevocably authorize the Collateral Agent, at its option and in its discretion,upon the written request of the Issuer, the Collateral Agent agrees: (ia) to To release any Lien and all Liens on any property Collateral granted to or held by the Collateral Agent under any Loan Note Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to for which no claim has been asserted) and under the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank)Note Documents, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Loan Note Document to a Person that is not a Grantor or any Involuntary Disposition, (iii) if approved, authorized or ratified in writing as approved in accordance with Section 9.02;12.01, or (iv) as otherwise may be expressly provided under the First Lien/Second Lien Intercreditor Agreement; and (iib) to release any Guarantor from its obligations under the Guaranty Agreement (i) if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that under the Note Documents or (ii) upon payment in full of all Obligations (other than contingent indemnification obligations for which no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iiiclaim has been asserted) to subordinate any Lien on any property granted to or held by under the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02Note Documents. Upon request by the Collateral Agent at any time, the Required Lenders Purchasers will confirm in writing the Collateral Agent’s authority to release any Lien (or subordinate instruct the Collateral Agent to release) its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement Guaranty, pursuant to this Section 9.1612.21. In each case as specified in this Section 9.16, At any time that a Note Party desires the Collateral Agent willto take any action pursuant to this Section 12.21, at the Borrower’s expense, execute and such Note Party shall deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release a certificate signed by a Responsible Officer of such item of Collateral from Note Party stating that the assignment action is permitted pursuant to this Section 12.21 and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of this Agreement. The Collateral Agent (or any sub-agent acting on its behalf) shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the Loan Documents and this Section 9.16existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Note Party in connection therewith, nor shall the Collateral Agent (or any sub-agent acting on its behalf) be responsible or liable to the Purchasers for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. (a) The Lenders and the Issuing Banks Lenders irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (ix) upon termination of the aggregate all Commitments and payment in full of all Loans, Reimbursement Obligations and all other Obligations (other than contingent indemnification obligations as to which no claim has been assertedobligations) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing BankLender shall have been made), (iiy) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other the Loan Document to a Person that is not a Grantor Documents, or (iiiz) subject to Section 10.1, if approved, authorized or ratified in writing in accordance with Section 9.02;by the Required Lenders or all Lenders, as the case may be; and (ii) to release any Subsidiary Guarantor from its obligations under the its Subsidiary Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by under the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02Documents. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty Agreement any Subsidiary Guaranty, pursuant to this Section 9.16. In each case as specified in this Section 9.169.11(a). (b) 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 any Collateral, the Collateral existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent will, at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Grantor such documents as such Grantor may reasonably request Lenders or the Issuing Lenders for any failure to evidence the release monitor or maintain any portion of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.16Collateral.

Collateral and Guaranty Matters. The (a) Each Lender and each L/C Issuer agrees that any action taken by the Administrative Agent, the Collateral Agent or the Required 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, the Collateral Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein with respect to such Person or Persons, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders, L/C 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 Issuing Banks irrevocably authorize L/C 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 Collateral Document delivered by the Borrowers or any of its Subsidiaries, (iii) act as collateral agent for the Lenders, the L/C Issuers and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such Collateral Documents and all other purposes stated therein; provided, however, that the Administrative Agent hereby appoints, authorizes and directs each Lender and L/C Issuer to act as collateral sub-agent for the Administrative Agent, the Lenders and the L/C Issuers for purposes of the perfection of all security interests and Liens with respect to the US Borrower’s and its Subsidiaries’ respective Deposit Accounts maintained with, and cash and Eligible Securities held by, such Lender or such L/C Issuers, (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 L/C 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 L/C Issuers hereby directs, in accordance with the terms hereof, the Administrative Agent, at its option and in its discretion, to release (or, in the case of clause (ii) below, release or subordinate) any Lien held by the Administrative Agent or the Collateral Agent, as applicable, for the benefit of the Lenders, the L/C Issuers and the other Secured Parties against any of the following: (i) all of the Collateral, upon termination of the Commitments and payment and satisfaction in full of all Loans, 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 L/C Obligations, with respect to which cash collateral has been deposited or a back-up letter of credit has been issued, in either case on terms satisfactory to the Administrative Agent and the applicable L/C Issuers); (ii) any assets that are subject to a Lien permitted by Section 7.01(l) (Liens); and (iii) any part of the Collateral sold or otherwise Disposed of by a Loan Party if such sale or other Disposition is permitted by this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement). Each of the Lenders and the L/C Issuers hereby directs the Administrative Agent or the Collateral Agent, as applicable, 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 9.11 promptly upon the effectiveness of any such release. (c) Each of the Lenders and the L/C Issuers hereby directs, in accordance with the terms hereof, the Administrative Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or (iii) if approved, authorized or ratified in writing in accordance with Section 9.02; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor hereunder or becomes an Immaterial Subsidiary in respect accordance with the terms of any other Material IndebtednessSection 6.14; and (iiiii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document consent to the holder amendment of the Pledge and Security Agreement from time to time to omit from the required Collateral specified thereunder certain licenses, permits or similar approvals issued to, or applied for by, the Borrowers or any Lien on of their respective Subsidiaries under applicable Laws where it is required by Law or a Governmental Authority that such property that is permitted by Section 6.02. license not be granted or delivered as security or Collateral. (d) Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s ’s, as applicable, authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement Guaranty, pursuant to this Section 9.16. In each case as specified 9.11. (e) The Administrative Agent is authorized, without further action or consent of the Lenders or L/C Issuer, to release any Pledged Stock of any Subsidiary in this connection with any liquidation, wind up, dissolution, deregistration or similar action or restructuring permitted pursuant to Section 9.167.04 (Fundamental Changes) upon the occurrence of such event or, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may extent reasonably request necessary to evidence facilitate the release occurrence of such item of Collateral from the assignment and security interest granted under the Collateral Documents or contemplated event, prior to subordinate its interest such event, as well as in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance connection with the terms of the Loan Documents and this Section 9.16any Permitted Intercompany Transaction.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks Credit Parties irrevocably authorize the Collateral Agent, at its option and in its discretionreasonable discretion (without notice to, or vote or consent of, any holder of Lender Counterparty solely in its capacity as such), (ia) to release any Lien on any property Collateral granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations as to for which no a claim has not been assertedasserted and (y) Other Liabilities)) and the expiration expiration, termination or termination Cash Collateralization of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank)Credit, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor Document, (iii) as provided in Section 6.12(b) hereof, or (iiiiv) if approved, authorized or ratified in writing by the Applicable Lenders in accordance with Section 9.0210.01; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iiib) to subordinate any Lien on any property Collateral (whether or not as of such time any Other Liabilities are outstanding) granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02clause (h) of the definition of Permitted Encumbrances; and (c) to release any Guarantor from its obligations under the Facility Guaranty (whether or not as of such time any Other Liabilities are outstanding) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder; provided that no such release shall occur if such Restricted Subsidiary continues to be a guarantor in respect of the Notes Facility. Upon request by the Collateral Agent at any time, the Required Applicable Lenders will confirm in writing the Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Facility Guaranty Agreement pursuant to this Section 9.169.10. In each case as specified in this Section 9.169.10, the Collateral Agent will, at the Borrower’s Loan Parties’ expense, execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty AgreementFacility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.169.10. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting a Permitted Disposition, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any person. The 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 Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Notwithstanding the provisions of this Section 9.10, the Agent shall be authorized, without the consent of any Lender and without the requirement that a Disposition shall have occurred, to release any security interest in any building, structure or improvement located in an area determined by the Federal Emergency Management Agency to have special flood hazards. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Agent shall, and is authorized to, without the consent of any Lender and without the requirement that a Disposition shall have occurred, release any Mortgages granted to Agent upon the termination of the Intercreditor Agreement pursuant to Section 8.7(a) thereof resulting from the Discharge of Notes Obligations (as defined in the Intercreditor Agreement) and the release of the Mortgage in favor of the Notes Collateral Agent on the same Real Estate (and such Mortgage is not refinanced or replaced), unless the Lead Borrower shall, in its sole discretion, elect to have such real property remain subject to the Mortgage granted the Agent.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks irrevocably authorize the Collateral Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by Each Lender hereby authorizes the Collateral Agent under to release (or instruct the Collateral Agent to release) any Loan Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank), (ii) Collateral that it is sold or otherwise disposed of or permitted to be sold or otherwise disposed released pursuant to the terms of the Loan Documents (it being understood and agreed that the Collateral Agent may conclusively rely without further inquiry on a certificate of a Responsible Representative as part to the sale or other disposition of property being made in full compliance with the provisions of the Loan Documents). Each Lender hereby authorizes the Collateral Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or (iii) if approved, authorized or ratified in writing in accordance with Section 9.02; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition Disposition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document Collateral to the holder of any Lien on extent such property that Disposition is permitted by Section 6.02the terms of this Agreement or is otherwise authorized by the terms of the Loan Documents. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release any Lien or and/or subordinate its interest in particular types or items of propertyCollateral pursuant to this Article IV. The Collateral Agent shall have no obligation whatsoever to any Lender or any other person to investigate, confirm or assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or has been encumbered, or that any particular items of Collateral meet the eligibility criteria applicable in respect of the Loans hereunder, or that the liens and security interests granted to the Collateral Agent pursuant hereto or any of the Loan Documents or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to release exercise at all or in any Guarantor from its obligations particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the Guaranty Agreement pursuant rights, authorities and powers granted or available to this Section 9.16. In each case as specified the Collateral Agent in this Section 9.16Agreement or in any of the other Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the other terms and conditions contained herein, the Collateral Agent will, at shall have no duty or liability whatsoever to any other Lender. The Collateral Agent and each Lender hereby appoint each other as agent for the Borrowerpurpose of perfecting the Collateral Agent’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemassets which, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms Uniform Commercial Code in any applicable jurisdiction, can be perfected by possession or control. Should any Lender obtain possession or control of any such assets, such Lender shall notify the Loan Documents Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefor, shall deliver such assets to the Collateral Agent or in accordance with the Collateral Agent’s instructions or transfer control to the Collateral Agent in accordance with the Collateral Agent’s instructions. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Document or to realize upon any Collateral for the Loans unless instructed to do so by the Collateral Agent in writing (or consented to by Collateral Agent in accordance with this Agreement), it being understood and this Section 9.16agreed that such rights and remedies may be exercised only by the Collateral Agent.

Collateral and Guaranty Matters. The (a) Each Lender and each L/C Issuer hereby authorizes and directs the Administrative Agent and the Collateral Agent to enter into the Collateral Documents and any Intercreditor Agreements as required herein for the benefit of the Lenders and the Issuing Banks other Secured Parties. Without limiting the provisions of Section 9.8, the Lenders and the L/C Issuers, on behalf of themselves and their respective Affiliates as potential Lender Counterparties (if applicable), irrevocably authorize the Collateral Agent and the Administrative Agent, at its such Agent’s option and in its such Agent’s discretion,: (i) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Credit Document (iA) upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification Obligations, including all obligations as to which no claim has been asserted) under all Hedge Agreements, and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank)Credit, (iiB) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Credit Document, (C) subject to a Person that is not a Grantor or (iii) Section 10.8, if approved, authorized or ratified in writing in accordance with Section 9.02by the Requisite Lenders, (D) owned by a Guarantor upon release of such Guarantor from its obligations hereunder pursuant to clause (ii) below, or (E) upon property constituting Excluded Property; (ii) to release any Guarantor from its obligations under the applicable Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder or otherwise becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Credit Document to the holder of any Lien on such property that is permitted by Section 6.02. 6.2. (b) Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Requisite Lenders (or, if necessary, all Lenders) will confirm in writing the Collateral Agent’s authority of the Agents to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty Agreement pursuant to this Section 9.169.9. In each case as specified in this Section 9.169.9, the Administrative Agent and the Collateral Agent will, at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Grantor Credit Party such documents as such Grantor Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to release such Guarantor from its obligations under the Guaranty Agreementapplicable Guaranty, in each case in accordance with the terms of the Loan Credit Documents and this Section 9.169.9.

Collateral and Guaranty Matters. The Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise expressly set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the Issuing Banks exercise by the Required Lenders 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. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and Liens upon the Collateral granted pursuant to the Loan Documents. Each of the Lenders irrevocably authorize authorizes the Administrative Agent and the Collateral Agent, at its option and in its discretion, option: (ia) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties; (b) to automatically release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations as not then due and (y) Cash Management Obligations or obligations and liabilities pursuant to which no claim has been assertedSecured Hedge Agreements) that are accrued and payable and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing BankCommitments), (ii) that at the time the property subject to such Lien is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or Loan Party, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing in accordance with Section 9.02; by the Required Lenders, (iiiv) to release any Guarantor from its obligations under the Guaranty Agreement such property constitutes Excluded Assets (other than if such Person ceases to meet Lien on the definition Collateral was originally created on Excluded Assets at the request of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunderthe Lead Borrower; provided that no release shall occur the Lead Borrower may re-designate such property as an Excluded Asset by notice in writing to the Agents in its sole discretion if the property would then constitute an Excluded Asset at the time of such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and re-designation), (iiiv) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02. Upon request by the Collateral Agent at any time, the Required Lenders will confirm extent provided in writing the Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.16. In each case as specified in this Section 9.16, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents and an Intercreditor Agreement or (vi) if the property subject to subordinate its interest in such itemLien is owned by a Guarantor, or to upon release of such Guarantor from its obligations under the its Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this pursuant to Section 9.16.9.10(d); (c)

Collateral and Guaranty Matters. The Lenders and the Issuing Banks irrevocably authorize the Collateral Agent, at its option and in its discretion,agree that: (ia) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been assertednot yet accrued and payable) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank), (ii) that subject to Section 10.01, if the release of such Lien is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or (iii) if approved, authorized or ratified in writing in accordance with Section 9.02;by the Required Lenders; and (iib) to release any Subsidiary Guarantor (other than Intermediate Holdco) shall be automatically released from its obligations under the Subsidiary Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a wholly owned Restricted Subsidiary as a result of a any transaction or designation permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.169.11. In each case as specified in this Section 9.169.11, the Administrative Agent or the Collateral Agent willwill (and each Lender irrevocably authorizes such Agent to), at the Borrower’s expense, execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemPledge Agreement, or to evidence the release of such Subsidiary Guarantor from its obligations under the Guaranty AgreementSubsidiary Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.169.11.

Collateral and Guaranty Matters. (a) The Lenders and the Issuing Banks L/C Issuers irrevocably authorize and direct the Collateral Administrative Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Credit Document (iA) upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been assertedobligations, (II) Obligations described in clause (b) of the definition thereof) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing BankL/C Issuer shall have been made), (iiB) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any of the other Loan Document to a Person that is not a Grantor Credit Documents, or (iiiC) if approved, authorized or ratified in writing as approved in accordance with Section 9.0211.01; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Credit Document to the holder of any Lien on such property that is permitted by Section 6.028.02(c) or (j); (iii) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder, or if it is not a Required Guarantor, a Material Subsidiary or a Co-Borrower; and (iv) to release any Subsidiary from the pledge if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or is not a Required Guarantor, a Material Subsidiary or a Co-Borrower. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority of the Administrative Agent to release any Lien or subordinate its interest interests in particular types or of items of property, property or to release any Guarantor from its guaranty obligations under the Guaranty Agreement hereunder pursuant to this Section 9.16. In each case as specified in this Section 9.1610.10. (b) 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 Collateral existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall the Administrative Agent will, at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Grantor such documents as such Grantor may reasonably request Lenders for any failure to evidence the release monitor or maintain any portion of such item of Collateral from the assignment and security interest granted under the Collateral Documents in the absence of its own gross negligence or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms willful misconduct as determined by a court of the Loan Documents competent jurisdiction by final and this Section 9.16nonappealable judgment.

Collateral and Guaranty Matters. The (a) Each of the Lenders and irrevocably authorizes the Issuing Banks irrevocably authorize the Collateral Agent, at its option and in its discretion, Administrative Agent (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1): (i) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i1) upon termination of at the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as time the property subject to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank), (ii) that such Lien is sold or otherwise disposed Disposed of or to be sold or otherwise disposed Disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Loan Document to any Person other than a Person that Loan Party, (2) subject to Section 11.1, if the release of such Lien is not a Grantor or (iii) if approved, authorized or ratified in writing in accordance with Section 9.02; by the Required Lenders, (ii3) if the property subject to such Lien is owned by a Guarantor, upon release any of such Guarantor from its obligations under the Guaranty Guarantee, (4) that constitutes Excluded Assets or (5) that is released under the First Lien Bank Credit Agreement if such Person ceases (other than in connection with the Discharge of First Lien Bank Credit Agreement Obligations); (ii) to meet the definition of a Guarantor release or ceases to be a Subsidiary subordinate, as a result of a transaction expressly permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate , any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement to the extent required by the holder of, or pursuant to the terms of any agreement governing, the obligations secured by such Liens; (iii) to release any Guarantor from its obligations under the Guarantee if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; and (iv) to release any Collateral or Guarantor Obligations to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 6.0211.1. Notwithstanding anything to the contrary herein, Collateral or Guarantor Obligations shall be released automatically to the extent required pursuant to the Pari Passu Intercreditor Agreement. (b) Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release (pursuant to clause (a) above) any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.16. In each case Guarantee. (c) At such time as specified the Loans and the other Obligations (other than contingent obligations for which no claim has been made) shall have been satisfied by payment in this Section 9.16full in immediately available funds and the Commitments have been terminated, the Collateral shall be automatically released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent willand each Group Member under the Security Documents shall automatically terminate, at all without delivery of any instrument or performance of any act by any Person. (d) If (i) a Guarantor was released from its obligations under the Borrower’s expenseGuarantee, (ii) a Borrower was released from its obligations under the Loan Documents or (iii) the Collateral was released from the assignment and security interest granted under the Security Document (or the interest in such item subordinated), the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to) execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release of such Guarantor from its obligations under the Guarantee or such Co-Borrower from its obligations under the Loan Documents, the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.1610.10. (e) If as a result of any transaction not prohibited by this Agreement (i) any Guarantor or Borrower (other than the Top Borrower or any other Borrower) becomes an Excluded Subsidiary or a Foreign Subsidiary or any Guarantor or Borrower (other than the Top Borrower or any other Borrower) is sold (or consolidates or merges with a Person that is not a Loan Party), then (x) such Guarantor’s Guarantee (or the obligations of such Borrower under the Loan Documents) and all Liens on the Obligations of such Borrower or Guarantor shall be automatically released, and (y) the Capital Stock of such Guarantor or Borrower (other than, in the case of a Guarantor or Borrower that so becomes an Excluded Subsidiary solely by reason of being a CFC or a FSHCO, 65% of the total outstanding voting Capital Stock and 100% of the total outstanding non-voting Capital Stock of such Guarantor or such Borrower that, in each case, is directly owned by a Borrower or another Guarantor) shall be automatically released from the security interests created by the Loan Documents, (ii) any Excluded Subsidiary ceases to be directly owned by a Borrower or Guarantor, then the Capital Stock of such Subsidiary shall be automatically released from any security interests created by the Loan Documents; provided that no Borrower shall be released from its obligations hereunder unless and until all of its borrowing obligations have been paid in full (or assigned to the Top Borrower or another Borrower pursuant to Section 11.6), all commitments to lend to such Borrower have been terminated, and it has resigned as a Borrower pursuant to Section 12.3, or (iii) any asset becomes an Excluded Asset or an asset owned by an Excluded Subsidiary or a Foreign Subsidiary, then such asset shall be automatically released from any security interests created by the Loan Documents. In connection with any termination or release pursuant to this Section 10.10(e), the Administrative Agent and any applicable Lender shall promptly execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 10.10(e) shall be without recourse to or warranty by the Administrative Agent or any Lender.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (ia) to release any Lien on any property Property of any Consolidated Party granted to or held by the Collateral Administrative Agent under any Loan Credit Document (i) upon termination of the aggregate Aggregate Revolving Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bankobligations), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition a Disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor by Section 7.05 or (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 9.02;by the Required Lenders; and (iib) to release any Subsidiary Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or (a) ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that , (b) no release shall occur if such Guarantor continues longer is required to be a guarantor Guarantor pursuant to Section 6.15, or (c) has been designated as an Excluded Subsidiary (in each case, a “Release”). Notwithstanding the foregoing, to the extent that following any such Release, any Real Property Asset owned by an otherwise to be released Subsidiary Guarantor that is obligated in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02outstanding recourse debt for Indebtedness shall not be deemed an Unencumbered Property hereunder. Upon request by the Collateral Administrative Agent at any time, the Required CHAR1\1461780v16 Lenders will confirm in writing the Collateral Agent’s authority of the Administrative Agent to release any Lien or subordinate Subsidiary Guarantor from its interest in particular types or items obligations hereunder pursuant to this Section 9.11. Upon the release of propertyany Subsidiary Guarantor pursuant to this Section 9.11, or the Administrative Agent shall (to the extent applicable) deliver to the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the release any of such Subsidiary Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.16. In each case as specified in this Section 9.16, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.16Credit Documents.

Collateral and Guaranty Matters. The Each of the Lenders (and, by relying hereon, each Hedge Bank and Cash Management Bank) and the Issuing Banks L/C Issuer irrevocably authorize authorizes the Administrative Agent, in its discretion to, directly or through the Collateral Agent, at its option and in its discretion,take the following actions: (ia) to release any Lien on any property Property granted to or held by the Collateral Administrative Agent under any Loan Transaction Document (i) upon termination of the aggregate Commitments and payment in full of all Bank Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements which require continuing Liens as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner arrangements satisfactory to the Administrative Agent and applicable Hedge Bank or Cash Management Bank shall have been made prior to or concurrent with the applicable Issuing Bankrelease of any such Lien), (ii) provided that no Default or Event of Default has occurred and remains continuing, that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor Transaction Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 9.0210.01; (iib) provided that no Default or Event of Default has occurred and remains continuing, to release any Guarantor from its obligations under party to the Subsidiary Guaranty Agreement therefrom if such Person ceases to meet the definition of a Guarantor or ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder; ; (c) provided that no release shall occur if such Guarantor continues to be a guarantor in respect Default or Event of any other Material Indebtedness; and (iii) Default has occurred and remains continuing, to subordinate any Lien on any property Property granted to or held by the Administrative Agent or Collateral Agent under any Loan Transaction Document to the holder of any Lien on such property Property that is permitted by Section 6.027.01(j); (d) provided that no Default or Event of Default has occurred and remains continuing, to subordinate the Lien of the Deed of Trust to any Acceptable Land Use Arrangements; (e) to take any action required by the Collateral Agent Agreement; (f) to execute, and take any action required by, the First Lien Intercreditor Agreement and the General Intercreditor Agreement; (g) to release Condo Units and related interests in property intended as condominium common areas from the Deed of Trust upon the consummation of the sale thereof; (h) to execute, on commercial terms, subordination, non-disturbance, attornment and estoppel agreements with tenants in properties owned or leased by Borrower and the Restricted Subsidiaries, including retail and commercial tenants in respect of hotels, restaurants, night clubs, retail stores and other similar portions of CityCenter; (i) release Condo Units from the applicable Seller Loans, including Seller Loans contributed as security for the Warehouse Financing Program, upon a Condo Unit purchaser’s payment in full under its Seller Loan and the deposit of such payment into the Condo Proceeds Account; and (j) release SPE Equity Interests upon the payment in full under Seller Loans contributed as security for the Warehouse Financing Program and the deposit of such payment into the Condo Proceeds Account. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of propertyProperty, or to release any Guarantor Subsidiary from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.16Section. In each case as specified in this Section 9.16Section, the Collateral Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor Subsidiary from its obligations under the Guaranty AgreementSubsidiary Guaranty, in each case in accordance with the terms of the Loan Transaction Documents and this Section 9.16Section.

Collateral and Guaranty Matters. The Each of the Lenders and the Issuing Banks irrevocably authorize authorizes the Collateral Agent, at its option and in its discretion, (ia) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 9.02by the Required Lenders or (iv) to the extent such property is secured by a Permitted Lien under clause (6) of the definition thereof; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is secured by a Permitted Lien under clause 6 thereof as it relates to the ABL Credit Agreement; (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder; and (d) to enter into intercreditor agreements (in a form not materially less favorable, taken as a whole, to the Lenders than the terms of the Intercreditor Agreement, in the case of Indebtedness with Junior Lien Priority, or in a form customary for intercreditor agreements or collateral trust agreements in light of then prevailing market conditions, in the case of Other Pari Passu Lien Obligations), subordination agreements and amendments to the Collateral Documents to reflect arrangements with respect to any obligations (other than the Obligations) permitted to be incurred hereunder and secured by Section 6.02Liens permitted to be incurred hereunder on all or a portion of the Collateral, on terms acceptable to the Collateral Agent. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.169.11. In each case as specified in this Section 9.169.11, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to release such Guarantor from its obligations under the Guaranty AgreementGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.169.11; provided that the Borrower shall have delivered to the Collateral Agent a certificate of a Responsible Officer of the Borrower certifying that any such transaction has been consummated in compliance with this Agreement and the other Loan Documents).

Collateral and Guaranty Matters. The (a) Each of the Lenders and the Issuing Banks (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank) irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (i) to release any Lien on any property Collateral granted to or held by the Collateral Agent Administrative Agent, for the ratable benefit of the Secured Parties, under any Loan Document (iA) upon the termination of the aggregate Commitments Revolving Credit Commitment and payment in full of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which no claim has arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been assertedmade) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped other than Letters of Credit which have been Cash Collateralized or otherwise provided for in a manner as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing BankLender shall have been made), (iiB) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not other than a Grantor Credit Party permitted under the Loan Documents, as certified by the Borrower, or (iiiC) if approvedapproved or, authorized or ratified in writing by the Required Lenders in accordance with Section 9.0212.2; provided that any release of all or substantially all of the Collateral shall be subject to Section 12.2(j); (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on permitted pursuant to Section 9.2(h); provided that the subordination of all or substantially all of the Collateral shall be subject to Section 12.2(j); and (iii) to release any Subsidiary Guarantor from its obligations under any Loan Documents if such property Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents, as certified by the Borrower; provided that is permitted by the release of Subsidiary Guarantors comprising substantially all of the credit support for the Secured Obligations shall be subject to Section 6.0212.2(i). Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.1611.9. In each case as specified in this Section 9.1611.9, the Collateral Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor Credit Party such documents as such Grantor Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.1611.9 as certified by the Borrower. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Asset Disposition permitted pursuant to Section 9.5, to a Person other than a Credit Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any person. (b) 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 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.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks Lender irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (ia) to release any Lien on any property Collateral granted to or held by the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, under any Loan Document (i) upon repayment of the outstanding principal of and all accrued interest on the Loans, payment of all outstanding fees and expenses hereunder, the termination of the aggregate Lenders’ Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralizedor cash collateralization or other satisfaction, back-stopped or otherwise provided for in a manner satisfactory form and substance acceptable to the Administrative Agent and the applicable Issuing Bank)Lender) of all Letters of Credit, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor Document, or (iii) subject to Section 15.11, if approved, authorized or ratified in writing in accordance with Section 9.02by the Required Lenders or all Lenders, as the case may be; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iiib) to subordinate any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property Collateral that is permitted by Section 6.0212.2(g); and (c) to release any Subsidiary Guarantor from its obligations under this Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Administrative Agent at any time, the Required requisite Lenders and the Issuing Lender will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty this Agreement pursuant to this Section 9.16. In each case as specified in this Section 9.16, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.1614.9.

Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders 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. The Administrative Agent, the Collateral Agent and the UK Security Trustee are each hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to the occurrence and continuance of an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent, the Collateral Agent and the UK Security Trustee, at its option, and in its sole discretion: (a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the Issuing Banks irrevocably authorize the Collateral Agent, at its option and in its discretion,other Secured Parties; (ib) to release any Lien on any property granted to or held by the Collateral such Agent under any Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to and Letters of Credit which no claim has have been assertedCash Collateralized or otherwise backstopped) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped other than Letters of Credit which have been Cash Collateralized or otherwise provided for in a manner as to which other arrangements reasonably satisfactory to the Administrative Agent Agent, the Collateral Agent, the UK Security Trustee and the applicable Issuing BankL/C Issuers shall have been made), (ii) that at the time the property subject to such Lien is sold or otherwise disposed of Disposed or to be sold or otherwise disposed of Disposed as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing in accordance with by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.029.10(d); (c) to subordinate any Lien on any property granted to or held by such Agent under any Loan Document to another Lien (i) permitted to exist on such property and (ii) to be senior to the Liens of the Secured Parties under this Agreement; and (d) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by Indebtedness having an aggregate principal amount in excess of the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02Threshold Amount. Upon request by the Administrative Agent or the Collateral Agent or the UK Security Trustee at any time, the Required Lenders will confirm in writing the Collateral such Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.169.10. In each case as specified in this Section 9.169.10, the Collateral such Agent willwill (and each Lender irrevocably authorizes each such Agent to), at the applicable Borrower’s expense, execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty AgreementGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.169.10. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrowers, the Administrative Agent, the Collateral Agent, the UK Security Trustee and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent or the Collateral Agent or the UK Security Trustee, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Collateral Documents (other than any Guarantee in favor of the Administrative Agent, which may be exercised solely by the Administrative Agent) may be exercised solely by the Collateral Agent or the UK Security Trustee, as applicable, for the benefit of the Secured Parties in accordance with the terms thereof, (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent or the UK Security Trustee, as applicable, on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the U.S. Bankruptcy Code), the Collateral Agent, the UK Security Trustee or any Lender (except, in each case, with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the U.S. Bankruptcy Code) may, in its own capacity and not as an agent for the other Lenders or Secured Parties, be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and (iii) the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale or other disposition.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks irrevocably authorize the Collateral Administrative Agent, at its option and in its good faith discretion, (ia) to release any Lien on any Collateral or other property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination the Discharge of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been assertedobligations) and the expiration or termination of all Letters of Credit Credit, Bank Services and Specified Swap Agreements (unless cash-collateralizedother than Letters of Credit, back-stopped Bank Services and Specified Swap Agreements the Obligations in respect of which have been Cash Collateralized in accordance with the terms hereof or otherwise provided for in a manner as to which other arrangements satisfactory to the Administrative Agent and Agent, the Issuing Lender, provider of Bank Services or any applicable Issuing BankQualified Counterparty, as applicable, shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition expressly permitted hereunder or under any other Loan Document to a Person that is not a Grantor Document, or (iii) subject to Section 10.1, if approved, authorized or ratified in writing in accordance with Section 9.02by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iiib) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.027.3(g), if approved, authorized or ratified in writing by the Required Lenders; and (c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder, if approved, authorized or ratified in writing by the Required Lenders. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.16. In each case as specified in this Section 9.16, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.169.10.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (ia) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or (iii) if approved, authorized or ratified in writing in accordance with Section 9.02; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) (x) upon the termination of all Revolving Commitments, the Cash Collateralization of all reimbursement obligations with respect to Letters of Credit in an amount equal to 105% of the holder aggregate LC Exposure of all Lenders, and the payment in full of all Obligations (other than Hedging Obligations owed by any Loan Party to any Lender-Related Hedge Provider, Bank Product Obligations and indemnities and other contingent obligations not then due and payable and as to which no claim has been made) or (y) with respect to any Lien on such property cash collateral held in the LX Xxxx Collateral Account, concurrently with, and in the amount of, any direct wiring thereof being made by the Administrative Agent to the cash collateral account applicable to any replacement letter of credit pursuant to Section 2.22(k) with respect to any Lien on cash collateral held in the LX Xxxx Collateral Account, concurrently with, and in the amount of, any direct wiring thereof being made by the Administrative Agent into the applicable cash collateral accounts pursuant to Section 2.22(k), (ii) that is sold or to be sold as part of or in connection with any sale permitted by hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 6.0210.2; and (b) to release any Loan Party from its obligations under the applicable Collateral Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor Loan Party from its obligations under the Guaranty Agreement applicable Collateral Documents pursuant to this Section 9.16Section. In each case as specified in this Section 9.16Section, the Collateral Administrative Agent willis authorized, at the Borrower’s expense, to execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest Liens granted under the applicable Collateral Documents or to subordinate its interest in such itemDocuments, or to release such Guarantor Loan Party from its obligations under the Guaranty Agreementapplicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.16Section.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (ia) to release any Lien on any property Collateral granted to or held by the Collateral Agent Administrative Agent, for the ratable benefit of itself and the Lenders, under any Loan Document (i) upon repayment of the outstanding principal of and all accrued interest on the Loans, payment of all outstanding fees and expenses hereunder, the termination of the aggregate Lenders’ Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank)Credit, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor Document, or (iii) subject to Section 11.5(i), if approved, authorized or ratified in writing in accordance with Section 9.02; (ii) to release any Guarantor from its obligations under by the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material IndebtednessRequired Lenders; and (iiib) to subordinate any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property Collateral that is permitted by clause (l) of the definition of “Permitted Liens”; (c) to release any Subsidiary from its obligations under the Subsidiary Guaranty if such Subsidiary ceases to be a Subsidiary as a result of a transaction permitted hereunder; and (d) to negotiate and enter into any necessary and customary intercreditor agreements with the holders of any senior Indebtedness issued pursuant to the terms of Section 6.022.14. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor Subsidiary from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.16. In each case as specified in this Section 9.16, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.16Section.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks L/C Issuers irrevocably authorize the Administrative Agent and the Collateral Agent, at its option and in its discretion,: (a) to release any Guarantor from its obligations under the Collateral Documents if (i) such Person ceases to be a Subsidiary as a result of a transaction not prohibited hereunder, (ii) such Person is designated as an Immaterial Subsidiary or becomes an Excluded Subsidiary or (iii) if the conditions set forth in clause (b)(i) below are satisfied; provided that, if any Guarantor ceases to be a Wholly Owned Subsidiary and becomes an Excluded Subsidiary pursuant to clause (d) of the definition thereof, such Guarantor shall not be released from its obligations under the Collateral Documents, unless (x) the disposition that caused such Guarantor to become a Non-Wholly-Owned Subsidiary was consummated for bona fide business purposes and (y) after giving pro forma effect to such release and the consummation of the relevant transaction, the Borrower is deemed to have made a new Investment in such Person (as if such Person was then newly acquired) and such Investment is permitted hereunder (it being understood that this proviso shall not limit the release of any Guarantor that otherwise qualifies as Excluded Subsidiary for reasons other than clause (d) of the definition thereof); (b) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Credit Document (i) upon termination of the aggregate Aggregate Revolving Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations as to which no claim has been assertednot then due and payable and (B) obligations and liabilities under Swap Contracts and Treasury Management Agreements) and the expiration or termination of all Letters of Credit (unless cash-collateralizedor if any Letters of Credit shall remain outstanding, back-stopped or otherwise provided for in a manner upon (x) the cash collateralization of the Outstanding Amount of Letters of Credit (at 103% of the face amount of such Letters of Credit) on terms reasonably satisfactory to the Administrative Agent and applicable L/C Issuer or (y) the receipt by any applicable Issuing BankL/C Issuer of a backstop letter of credit (so long as such backstop letter of credit has a face amount of 103% of the face amount of such Letters of Credit) on terms reasonably satisfactory to such L/C Issuer or the making of other arrangements with respect thereto which are reasonably satisfactory to such L/C Issuer), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed Disposed of as part of or in connection with any sale or other disposition permitted Disposition not prohibited hereunder or under any other Loan Credit Document (other than any such sale or other Disposition to a Person that is not a Grantor another Credit Party), or (iii) subject to Section 11.01, if approved, authorized or ratified in writing in accordance with Section 9.02; (ii) to release any Guarantor from its obligations under by the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material IndebtednessRequired Lenders; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Credit Document to the holder of any Lien on such property that is permitted by granted pursuant to Section 6.028.01(i). Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the authority of the Collateral Agent’s authority Agent to release any Lien or subordinate its interest in particular types or items property and of property, or the Administrative Agent to release any Guarantor from its obligations under the Guaranty Agreement hereunder pursuant to this Section 9.16. In each case as specified 10.10 in this Section 9.16, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance connection with the terms of the Loan Documents and this Section 9.16a transaction permitted hereunder.

Collateral and Guaranty Matters. The Lenders (a) Each Lender (including in its capacity as a potential Cash Management Bank and a potential Hedge Bank) hereby irrevocably authorizes and directs the Administrative Agent, as “collateral agent” pursuant to Section 9.01(b) or otherwise, to enter into the Collateral Documents for the benefit of such Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the Issuing Banks exercise by the Required Lenders 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. The Administrative Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each of the Lenders (including in its capacities as a potential Cash Management Bank and potential Hedge Bank) and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (iA) upon termination of the aggregate Aggregate Commitments and payment in full of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities in respect of Cash Management Obligations and Swap Obligations as to which no claim has arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been assertedmade) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank)Credit, (iiB) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor Document, or (iiiC) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 9.02by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.027.01(i); and (iii) to release any Guarantor from its obligations under the Guaranty and under the other Loan Documents (A) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities in respect of Cash Management Obligations and Swap Obligations as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit, (B) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (C) subject to Section 10.01, if approved, authorized or ratified in writing, by the Lenders required for such action. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.16. In each case as specified in this Section 9.169.10. (c) The Administrative Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral Agent willexists or is owned by the Borrower or any other Loan Party or is cared for, at protected or insured or that the Borrower’s expense, execute and deliver Liens granted to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release Administrative Agent herein or in any of such item of Collateral from the assignment and security interest granted under the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to subordinate its interest in such itemany particular priority, or to release such Guarantor from its obligations exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the Guaranty Agreementrights, authorities and powers granted or available to the Administrative Agent in this Section 9.10 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in each case its sole discretion, given the Administrative Agent’s own interest in accordance with the terms Collateral as one of the Loan Documents Lenders and this Section 9.16that the Administrative Agent shall have no duty or liability whatsoever to the Lenders or the L/C Issuer.

Collateral and Guaranty Matters. The Each of the Lenders and the Issuing Banks (including in its capacities as a potential Hedge Bank) irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (ia) to automatically release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations as to which no claim has been assertedasserted and (B) obligations and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent liabilities under Treasury Services Agreements and the applicable Issuing BankSecured Hedge Agreements not due and payable), (ii) that at the time the property subject to such Lien is sold or otherwise disposed of Disposed or to be sold or otherwise disposed of Disposed as part of or in connection with any sale or Disposition permitted (other disposition permitted than a lease and other than to a Person that is a Loan Party) hereunder or under any other Loan Document to a Person that is not a Grantor or Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing in accordance with Section 9.02; by the Required Lenders, (iiiv) if the property subject to such Lien is owned by a Guarantor, upon release any of such Guarantor from its obligations under the its Guaranty Agreement pursuant to clause (c) below, (v) if such Person ceases property becomes an Excluded Asset or (vi) to meet the definition extent such release is required pursuant to the terms of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; andthe Second Lien Intercreditor Agreement; (iiib) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.027.01(u) to the extent required by the holder of, or pursuant to the terms of any agreement governing, the obligations secured by such Liens; and (c) to release any Subsidiary Guarantor from its obligations under the Guaranty, if in the case of any such Subsidiary, such Person ceases to be a Material Domestic Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor or obligor in respect of any Junior Financing, any Refinancing Equivalent Debt or any Incremental Equivalent Debt or any Permitted Refinancing in respect thereof or any First Lien Obligations; provided further, that notwithstanding the foregoing, if any Subsidiary Guarantor becomes an Excluded Subsidiary pursuant to clause (a) of the definition of Excluded Subsidiary, such Guarantor shall not be released from its obligations under the Guaranty or any other Loan Document unless (x) such Subsidiary Guarantor would no longer be a direct or indirect Subsidiary of the Borrower or (y) after giving pro forma effect to such release and the consummation of the relevant transaction, the Borrower would be permitted to make an Investment in such Person to be so released pursuant to clause (1) of the definition of “Permitted Investments” (and, if this clause (y) shall be applicable, Borrower shall be deemed to have made such an Investment in such Person pursuant to such clause (1)). Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.169.10. In each case as specified in this Section 9.169.10, the Collateral Administrative Agent willwill (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty AgreementGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.169.10.

Collateral and Guaranty Matters. (a) The Lenders and the Issuing Banks DIP Secured Parties irrevocably authorize the Collateral DIP Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Collateral DIP Agent under any Loan Document (iA) upon termination Discharge of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank)DIP Obligations, (iiB) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder under the Loan Documents, (C) constituting property in which no Loan Party owned an interest at the time the Lien was granted or at any time thereafter, or (D) constituting property leased to any Loan Party under any other Loan Document a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to a Person that expire and which has not been, and is not a Grantor intended by such Loan Party to be, renewed or extended, or (iiiE) if approved, authorized or ratified in writing in accordance with by the Majority Lenders, except to the extent Section 9.0211.3 would require the consent of all Lenders; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative DIP Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.026.1(d); (iii) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents; and (iv) to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the DIP Secured Parties under the Loan Documents or applicable Legal Requirements. Upon request by the Collateral DIP Agent at any time, the Required Lenders DIP Secured Parties will confirm in writing the Collateral DIP Agent’s 's authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.168.10. In By accepting the benefit of the Liens granted pursuant to the Security Documents, each case as specified in DIP Secured Party hereby agrees to the terms of this Section 9.16paragraph (a). (b) The DIP 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 Collateral existence, priority or perfection of the DIP Agent's Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the DIP Agent will, at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Grantor such documents as such Grantor may reasonably request Lenders for any failure to evidence monitor or maintain any portion of the release Collateral. (c) Notwithstanding anything contained in any of such item the Loan Documents to the contrary, the Loan Parties, the DIP Agent, and each DIP Secured Party hereby agree that no DIP Secured Party shall have any right individually to realize upon any of the Collateral from or to enforce the assignment Guaranties, it being understood and security interest granted agreed that all powers, rights and remedies hereunder and under the Collateral Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under may be exercised solely by DIP Agent on behalf of the Guaranty Agreement, in each case DIP Secured Parties in accordance with the terms hereof and the other Loan Documents. By accepting the benefit of the Loan Documents and Liens granted pursuant to the Security Documents, each DIP Secured Party not party hereto hereby agrees to the terms of this Section 9.16paragraph (c).

Collateral and Guaranty Matters. The Lenders and the Issuing Banks irrevocably authorize the Collateral Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise --87- provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or (iii) if approved, authorized or ratified in writing in accordance with Section 9.02; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.16. In each case as specified in this Section 9.16, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.16.

Collateral and Guaranty Matters. (a) The Lenders and the Issuing Banks L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (i) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (iA) upon termination of the aggregate Commitments Commitments, the expiration or termination of all Letters of Credit, and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been assertedobligations) under this Agreement and the expiration or termination other Loan Documents, and payment in full of all Letters other Obligations (as such term is defined for purposes of Credit (unless cash-collateralized, back-stopped the Collateral Documents) that are due and payable or otherwise provided for in a manner satisfactory accrued and owing at or prior to the Administrative Agent and time the applicable Issuing Bank)Obligations under this Agreement are paid, (iiB) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor Document, or (iiiC) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 9.02by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) to the holder of any Lien on such property that is permitted by Section 6.027.01(i), and (B) as may be required pursuant to the Intercreditor Agreement; and (iii) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of propertyCollateral, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.16. In each case as specified in this Section 9.169.10. (b) Upon the occurrence and continuance of an Event of Default, the Collateral Lenders agree to promptly confer in order that the Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent will, at shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Borrower’s expense, execute Administrative Agent shall have received instructions from the Required Lenders. All rights of action under the Loan Documents and deliver all rights to the applicable Grantor such documents as such Grantor Collateral, if any, hereunder may reasonably request to evidence be enforced by the release Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such item enforcement shall be brought in its name as the Administrative Agent without the necessity of Collateral from joining as plaintiffs or defendants any other the assignment Lender, and security interest granted under the recovery of any judgment shall be for the benefit of the Lender Secured Parties subject to the expenses of the Administrative Agent. (c) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents or for the benefit of the Lender Secured Parties, and to subordinate its interest in such itementer into the Statoil Intercreditor Agreement. Except to the extent unanimity is required hereunder, or to release such Guarantor from its obligations under each Lender agrees that any action taken by the Guaranty Agreement, in each case Required Lenders in accordance with the terms provisions of the Loan Documents, and the exercise by the Required Lenders 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. (d) The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and this Section 9.16maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents.

Collateral and Guaranty Matters. The Each of the Lenders and the Issuing Banks irrevocably authorize the Administrative Agent and/or the Collateral AgentTrustee, as applicable at its option and in its discretion, (ia) to release any Lien on any property granted to or held by the Collateral Agent Trustee under any Loan Credit Document (i1) (1) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) not yet accrued and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bankpayable), (ii2) (2) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Credit Document, or if such Collateral constituting Equity Interests or Indebtedness ceases to be required to be pledged under the Credit Agreement as a Person that is not a Grantor result of becoming Equity Interests of an Excluded Pledge Subsidiary of the type referred to in clause (b) or (iiic) of the definition thereof or Indebtedness owing to an Excluded Subsidiary or (3) (3) subject to Section 14.01, if approved, authorized or ratified in writing in accordance with Section 9.02by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent Collateral Trustee under any Loan Credit Document to the holder of any Lien on such property that is permitted by Section 6.02. Upon request 10.01(f); (c) to release any Subsidiary Guarantor from its obligations under the Guarantee if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder; and (d) to release the lien on the Equity Collateral in connection with the issuance of any registered secured notes (or secured notes issued with registration rights) (such notes, the “Registered Notes”) by the Parent, the Borrower or any Credit Party if and to the same extent the holders of such Registered Notes or trustee is not granted a lien on such Equity Collateral, provided that any release of Liens pursuant to this clause (d) shall only be to such extent as is necessary to enable the Borrower and the Guarantors not to have to comply with reporting obligations under Rule 3-16 of Regulation S-X of the Securities Act; provided further that any request for a release of Liens under this clause (d), shall be accompanied by a certificate of a Senior Officer of the Parent certifying that (x) the issuance of such Registered Notes is permitted under this Agreement, (y) such Registered Notes shall not be secured by a Lien on the Equity Collateral Agent at and (z) a release of the Liens of the Collateral Trustee on the Equity Collateral is necessary to enable the Credit Parties not to have to comply with reporting obligations under Rule 3-16 of Regulation S-X of the Securities Act. At any time, upon request of (x) the Collateral Trustee through the Administrative Agent or (y) the Administrative Agent directly, the Required Lenders will confirm in writing the Collateral such Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor (other than the Parent) from its obligations under the Guaranty Agreement Guarantee pursuant to this Section 9.1613.11. In each case as specified in this Section 9.1613.11, the Collateral Agent Trustee or the Administrative Agent, as applicable, will, at the BorrowerBorrower’sBorrower’s expense, execute and deliver to the applicable Grantor Credit Party such documents as such Grantor Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemSecurity Documents, or to release such Guarantor from its obligations under the Guaranty AgreementGuarantee, in each case in accordance with the terms of the Loan Credit Documents and this Section 9.1613.11.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (ia) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which no claim has arrangements satisfactory to the Administrative Agent and the applicable Cash Management Bank of Hedge Bank shall have been assertedmade) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing BankL/C Issuer shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor Loan Party, (iii) that constitutes “Excluded Assets” (as such term is defined in the Security Agreement), or (iiiiv) if approved, authorized or ratified in writing in accordance with Section 9.0210.01; (iib) to release any Guarantor Loan Party from its obligations under the Guaranty Agreement applicable Collateral Documents if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtednessunder the Loan Documents; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.027.01(d). 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 prepared by any Loan 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. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor Loan Party from its obligations under the Guaranty Agreement applicable Collateral Documents pursuant to this Section 9.16Section. In each case as specified in this Section 9.16Section, the Collateral Administrative Agent willis authorized, at the Borrower’s expense, to execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest Liens granted under the applicable Collateral Documents or to subordinate its interest in such itemDocuments, or to release such Guarantor Loan Party from its obligations under the Guaranty Agreementapplicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.16Section.

Collateral and Guaranty Matters. (a) The Lenders and the Issuing Banks Hedging Agreement Provider irrevocably authorize the Collateral Agent, at its option and in its discretion,authorize (i) to release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (iA) upon termination of the aggregate Term Loan Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations as to for which no claim has been asserted) made and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner obligations and liabilities under Secured Hedging Agreements as to which arrangements satisfactory to the Administrative Agent and the applicable Issuing BankHedging Agreement Providers shall have been made), (iiB) that is sold or otherwise disposed of transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor Section 6.4, or (iiiC) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.02by the Required Lenders; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Permitted Lien on such Collateral that is permitted pursuant to clause (c) or (j) of the definition of Permitted Liens; and (iii) to release any Guarantor from its obligations under the applicable Guaranty Agreement if such Person ceases to meet the definition of be a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and. (iiib) In connection with a termination or release pursuant to subordinate any Lien on any property granted to or held by this Section, the Administrative Agent under any Loan Document shall promptly execute and deliver to the holder of any Lien on applicable Credit Party, at the Borrower’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such property that is permitted by Section 6.02termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of propertyCollateral, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.16. In each case as specified in this Section 9.16, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.16Section.

Collateral and Guaranty Matters. The (i) Each of the Lenders (including in its or any of its Affiliate’s capacities as a holder of Secured Hedge Obligations and the Issuing Banks Secured Cash Management Obligations) irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (i1) to release any Lien on any property Collateral granted to or held by the Collateral Agent Administrative Agent, for the ratable benefit of the Secured Parties, under any Loan Document (iA) upon the termination of the aggregate Commitments Revolving Credit Commitment and payment in full of all Secured Obligations (other than (1) contingent indemnification obligations as to which no claim has been assertedand (2) Secured Cash Management Obligations or Secured Hedge Obligations) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped other than Letters of Credit which have been Cash Collateralized or otherwise provided for in a manner as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing BankLender shall have been made), (iiB) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not other than a Grantor Credit Party permitted under the Loan Documents, as certified by Centuri, or (iiiC) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 9.0212.2; provided that any release of all or substantially of the Collateral shall be subject to Section 12.2(j); (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii2) to subordinate any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on permitted pursuant to Section 9.2(h); provided that the subordination of all or substantially all of the Collateral shall be subject to Section 12.2(j); and (3) to release any Subsidiary Guarantor from its obligations under any Loan Documents if such property Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents, as certified by Centuri; provided that is permitted by the release of Subsidiary Guarantors comprising substantially all of the credit support for the Secured Obligations shall be subject to Section 6.0212.2(i). Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the any Guaranty Agreement pursuant to this Section 9.1611.9. In each case as specified in this Section 9.1611.9, the Collateral Administrative Agent will, at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Grantor Credit Party such documents as such Grantor Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the such Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.1611.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Asset Disposition permitted pursuant to Section 9.5 to a Person other than a Credit Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any person. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, without the consent of the Required Lenders, no Credit Party shall be released from its obligations under the Loan Documents if such Credit Party ceases to be a Wholly Owned Subsidiary solely by virtue of a disposition or issuance of Equity Interests, unless (x) such disposition or issuance is a good faith disposition or issuance to a bona-fide unaffiliated third party whose primary purpose is not the release of the Guarantee and obligations of such Credit Party under the Loan Documents and (y) the Investment of the Credit Parties in such Subsidiary shall be deemed a de novo Investment as at that time and such Investment shall be permitted under Section 9.3. (ii) 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 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.

Collateral and Guaranty Matters. (a) The Lenders and the Issuing Banks irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (i) to release any Lien on any Collateral or other property granted to or held by the Collateral Administrative Agent under any Loan Document (iw) that becomes an Excluded Asset, (x) upon termination the Discharge of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank)Obligations, (iiy) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or and under any other Loan Document to a Person that is not a Grantor Document, or (iiiz) subject to Section 10.1, if approved, authorized or ratified in writing in accordance with Section 9.02by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02the Loan Documents; and (iii) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents or becomes an Excluded Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement guaranty pursuant to this Section 9.16. In each case as specified in this Section 9.169.10. (b) 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 Collateral existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent will, at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Grantor Lenders for any failure to monitor or maintain any portion of the Collateral. (c) Notwithstanding anything contained in any Loan Document, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any guaranty of the Obligations (including any such documents as such Grantor may reasonably request guaranty provided by the Guarantors pursuant to evidence the release of such item of Guarantee and Collateral from the assignment Agreement), it being understood and security interest granted agreed that all powers, rights and remedies under the Collateral Loan Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under may be exercised solely by the Guaranty Agreement, in each case Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof; provided that, for the avoidance of doubt, in no event shall a Secured Party be restricted hereunder from filing a proof of claim on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law or any other judicial proceeding. 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 or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, as agent for and representative of such Secured Party (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or other disposition at the direction of the Required Lenders. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the guarantees of the Obligations provided by the Loan Documents Parties under the Guarantee and this Section 9.16Collateral Agreement to have agreed to the foregoing provisions.

Collateral and Guaranty Matters. (a) The Lenders and the Issuing Banks L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (i) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (ix) upon termination of the aggregate Aggregate Revolving Commitments and payment in full of all Obligations (other than (1) contingent indemnification obligations obligations, (2) Obligations under Treasury Management Agreements and (3) Obligations under Swap Contracts where the Borrower has pledged and deposited with or delivered to the Administrative Agent as collateral for such Obligations cash or deposit account balances pursuant to which no claim has been asserteddocumentation in form and substance satisfactory to the Administrative Agent) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank)Credit, (iiy) that is sold or otherwise disposed of transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or any Involuntary Disposition, or (iiiz) if approved, authorized or ratified in writing as approved in accordance with Section 9.0211.01; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.028.01(i); and (iii) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. (b) anything contained in any of the Loan Documents to the contrary notwithstanding (other than Section 11.08), Borrower, Administrative Agent and each Lender hereby agree that: (i) no Lender shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and all powers, rights and remedies under the Collateral Documents may be exercised solely by Administrative Agent in accordance with the terms hereof and thereof; and (ii) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of the Lenders as secured parties under the Collateral Documents (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Administrative Agent at such sale. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement Guaranty, pursuant to this Section 9.1610.10. 19. In each case as specified in this Section 9.16, 11.08 of the Collateral Agent will, at Credit Agreement is hereby amended by inserting the Borrower’s expense, execute phrase “and deliver regardless of the adequacy of any collateral” immediately preceding the comma following the phrase “to the fullest extent permitted by applicable Grantor such documents as such Grantor may reasonably request law,” appearing therein. 20. Schedule 2.01.1 (Commitments and Applicable Percentages for Revolving Commitments), Schedule 2.01.2 (Commitments and Applicable Percentages for Supplemental Revolver Commitments, Schedule 11.02 (Certain Addresses For Notices), and Exhibit 7.02 (Form of Compliance Certificate), each of the foregoing, to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Credit Agreement, in each case in accordance are hereby deleted and replaced with the terms new Schedule 2.01.1, Schedule 2.01.2, Schedule 11.02, and Exhibit 7.02 attached hereto, respectively. 21. Exhibit 2.02 to the Credit Agreement (Form of Loan Notice) is hereby deleted and the Form of Loan Documents Notice attached hereto and this Section 9.16marked “Exhibit 2.02” substituted therefor.

Collateral and Guaranty Matters. The (a) Each Lender and each L/C Issuer hereby authorizes and directs the Administrative Agent and the Collateral Agent to enter into the Collateral Documents and any Intercreditor Agreements as required herein for the benefit of the Lenders and the Issuing Banks other Secured Parties. Without limiting the provisions of Section 9.8, the Lenders and the L/C Issuers, on behalf of themselves and their respective Affiliates as potential Lender Counterparties (if applicable), irrevocably authorize the Collateral Agent and the Administrative Agent, at its such Agent’s option and in its such Agent’s discretion,: (i) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Credit Document (iA) upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification Obligations, including all obligations as to which no claim has been asserted) under all Hedge Agreements, and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank)Credit, (iiB) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Credit Document, (C) subject to a Person that is not a Grantor or (iii) Section 10.8, if approved, authorized or ratified in writing in accordance with Section 9.02by the Requisite Lenders, (D) owned by a Guarantor upon release of such Guarantor from its obligations hereunder pursuant to clause (ii) below, or (E) upon property constituting Excluded Property; (ii) to release any Guarantor from its obligations under the applicable Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder or otherwise becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Credit Document to the holder of any Lien on such property that is permitted by Section 6.02. 6.2. (b) Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Requisite Lenders (or, if necessary, all Lenders) will confirm in writing the Collateral Agent’s authority of the Agentsany Agent to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty Agreement pursuant to this Section 9.169.9. In each case as specified in this Section 9.169.9, the Administrative Agent and the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor Credit Party such documents as such Grantor Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to release such Guarantor from its obligations under the Guaranty Agreementapplicable Guaranty, in each case in accordance with the terms of the Loan Credit Documents and this Section 9.169.9.; provided, that, (i) no Agent shall be required to execute any document or take any action necessary to evidence such release on terms that, in its opinion or the opinion of its counsel, could expose such Agent to liability or create any obligation or entail any consequence other than such release without recourse to, or representation, or warranty by such Agent, and (ii) the Credit Parties shall have provided such Agent with such certifications or documents as such Agent shall reasonably request in order to demonstrate that the requested release is permitted under this Section 9.9.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks L/C Issuer irrevocably authorize each of the Administrative Agent and Collateral Agent, at its option and in its discretion, (ia) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations as to which no claim has been assertedobligations) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in delivery of a manner satisfactory reasonably acceptable backup letter of credit or cash collateral securing any reimbursement obligation with respect to the Administrative Agent and the applicable Issuing Banksuch Letters of Credit), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 9.02; by the Required Lenders, or (iiiv) to owned by a Guarantor upon release any of such Guarantor from its obligations under the its Guaranty Agreement if such Person ceases pursuant to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; andclause (c) below; (iiib) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.027.01(j); and (c) to release any Guarantor from its obligations under any Loan Document to which it is a party if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any other Indebtedness of Borrower unless and until such Guarantor is (or is being simultaneously) released from its guaranty with respect to such other Indebtedness. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s ’s, as the case may be, authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement any Loan Document to which it is a party pursuant to this Section 9.169.10. In each case as specified in this Section 9.169.10, the Collateral Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to release such Guarantor from its obligations under the Guaranty AgreementLoan Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.169.10.

Collateral and Guaranty Matters. (a) The Lenders and the Issuing Banks L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (i) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (iA) upon termination of the aggregate Commitments and Commitments, the expiration or termination of all Letters of Credit, payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been assertedobligations) under this Agreement and the expiration or termination other Loan Documents, and payment in full of all Letters other Obligations (as such term is defined for purposes of Credit (unless cash-collateralized, back-stopped the Collateral Documents) that are due and payable or otherwise provided for in a manner satisfactory accrued and owing at or prior to the Administrative Agent and time the applicable Issuing Bank)Obligations under this Agreement are paid, (iiB) that is sold or otherwise disposed Disposed of or to be sold or otherwise disposed Disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder (other than a Disposition under clause (v) of Section 7.05(a)) or under any other Loan Document to a Person that is not a Grantor Document, or (iiiC) if approved, authorized or ratified in writing in accordance with by the Required Lenders, provided, that a release of the Administrative Agent’s Lien, on all or substantially all of the Collateral shall require the written approval of all Lenders pursuant to Section 9.0210.01(g); (ii) to release any Guarantor from its obligations Lien held by the Administrative Agent under any Loan Document on any Term Priority Collateral if the Guaranty Agreement if such Person ceases to meet Liens on the definition Revolver Priority Collateral securing the Term Loan and Note Indebtedness shall have been released and the holders of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor any Refinancing Indebtedness in respect of such Term Loan and Note Indebtedness shall not have been granted Liens on any other Material Indebtedness; andof the Revolver Priority Collateral; (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) to the holder of any Lien on such property that is permitted by Section 6.02Sections 7.01(i), 7.01(r), or 7.01(s), (B) to the holder of any Lien on such property as may be required pursuant to the Intercreditor Agreement, and (C) at such time as the Intercreditor Agreement is no longer in effect, to the holder of any Lien on such property that is permitted by Sections 7.01(n) or 7.01(t); and (iv) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of propertyCollateral, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.16. In each case as specified in this Section 9.16, 9.10. (b) Each Lender authorizes and directs the Collateral Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under enter into the Collateral Documents or for the benefit of the Lender Secured Parties. Except to subordinate its interest in such itemthe extent unanimity is required hereunder, or to release such Guarantor from its obligations under each Lender agrees that any action taken by the Guaranty Agreement, in each case Required Lenders in accordance with the terms provisions of the Loan Documents, and the exercise by the Required Lenders 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. (c) The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (d) The Administrative Agent shall have no obligation to any Lender or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights granted or available to the Administrative Agent in this Section 9.169.10 or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, and that the Administrative Agent shall have no duty or liability to any Lender, other than to act without gross negligence or willful misconduct. (e) In furtherance of the authorizations set forth in this Section 9.10, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender, (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Document), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve the Lender’s Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in clause (a) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.10. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent. The power of attorney conferred by this Section 9.10(e) is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders have any Commitments under the Loan Documents.

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacities as a potential or actual Cash Management Bank and a potential Hedge Bank) irrevocably authorizes the Issuing Banks irrevocably authorize Administrative Agent and the Collateral Agent, at its option and in its discretion,each of the Administrative Agent and the Collateral Agent agrees that it will: (ia) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination the Discharge of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank)Obligations, (ii) that at the time the property subject to such Lien is sold or otherwise disposed of transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan Document (including in connection with a Permitted Sale-Leaseback Transaction) to a any Person that is not a Grantor other than Holdings, the Borrower or any of the Guarantors, (iii) subject to Section 12.1, if the release of such Lien is approved, authorized or ratified in writing in accordance with Section 9.02; by the Requisite Lenders, or (iiiv) if the property subject to such Lien is owned by a Guarantor, upon release any of such Guarantor from its obligations under the its Guaranty Agreement if such Person ceases pursuant to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; andclause (c) below; (iiib) to release or subordinate any Lien 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 on such property that is permitted by Section 6.029.1(i); (c) release any Guarantor from its obligations under the Guaranty if (i) in the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder or (ii) in the case of Holdings, as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Second Lien Facility, ABL Facility, Senior Notes, any Credit Agreement Refinancing Indebtedness or any Junior Financing; and (d) if any Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer of the Borrower), and the Borrower notifies the Administrative Agent in writing that it wishes such Guarantor to be released from its obligations under the Guaranty and provides the Administrative Agent and the Collateral Agent such certifications or documents with respect thereto as either such Agent shall reasonably request, (i) release such Subsidiary from its obligations under the Guaranty and (ii) release any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary; provided that no such release shall occur if such Subsidiary continues to be a guarantor in respect of the Second Lien Facility, ABL Facility, the Senior Notes, any Credit Agreement Refinancing Indebtedness or any other Junior Financing. Upon request by the Collateral Administrative Agent at any time, the Required Requisite Lenders will confirm in writing the Collateral Agent’s authority to release any Lien or subordinate its security interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.1611.11. In Notwithstanding the foregoing, in each case as specified in this Section 9.1611.11, the Collateral applicable Agent willwill (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, promptly execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to evidence the release of such Guarantor from its obligations under the Guaranty AgreementGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.1611.11. In connection with the delivery of any such release or subordination documentation by the Administrative Agent pursuant to this Section 11.11, the Borrower shall have delivered to the Administrative Agent, prior to the date of the proposed release or subordination, a written request for release or subordination identifying the relevant Guarantor and/or Collateral and the terms of the sale or other disposition or transaction in reasonable detail, including such other information as the Administrative Agent shall reasonably request, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents.

Collateral and Guaranty Matters. The Lenders and (a) the Issuing Banks Secured Parties irrevocably authorize the Collateral Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (ix) upon termination of the aggregate all Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been assertedobligations) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner other than Letters of Credit as to which other arrangements satisfactory to the Administrative Collateral Agent and the applicable Issuing BankBank shall have been made), (iiy) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other the Loan Document to a Person that is not a Grantor Documents, or (iiiz) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 9.02by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.026.01; and (iii) to release any Guarantor from its obligations under the Guaranty if (A) such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents, (B) such Person becomes a US Holdco or (iii) such Guarantor becomes an Immaterial Subsidiary pursuant to such designation by the Borrower as provided herein. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.16. In each case as specified 8. (b) The Collateral 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 Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in this Section 9.16connection therewith, nor shall the Collateral Agent will, at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Grantor such documents as such Grantor may reasonably request Lender Parties for any failure to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents monitor or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 9.16Collateral.

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the Issuing Banks L/C Issuers irrevocably agree to (and authorize the Collateral Agent, at its option and Administrative Agent to act in its discretion,accordance with) the following: (i) to release that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (iA) upon termination the occurrence of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank)Termination Date, (iiB) that at the time the property subject to such Lien is sold or otherwise disposed of Disposed or to be sold or otherwise disposed of Disposed as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Loan Document to any Person other than a Person required to xxxxx x Xxxx to the Administrative Agent or the Collateral Agent under the Loan Documents (or, if such transferee is a Person required to xxxxx x Xxxx to the Administrative Agent or the Collateral Agent on such asset, at the option of the applicable Loan Party, such Lien on such asset may still be released in connection with the transfer so long as (y) the transferee grants a new Lien to the Administrative Agent or Collateral Agent on such asset substantially concurrently with the transfer of such asset and (z) the priority of the new Lien is the same as that of the original Lien and the Lien of the Secured Parties on such asset is not a Grantor impaired or otherwise adversely affected by such release and granting of such new Lien as reasonably determined by the Administrative Agent), (iiiC) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing in accordance with Section 9.02by the Required Lenders, (D) to the extent such asset constitutes an Excluded Asset or (E) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (ii) to that upon the request of the Borrower, the Administrative Agent and the Collateral Agent may release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien 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 on such property that is permitted by Sections 7.01(u) or (w) (in the case of clause (w), to the extent required by the terms of the obligations secured by such Liens) pursuant to documents reasonably acceptable to the Administrative Agent; (iii) that any Subsidiary Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any of the Senior Secured Notes, the Existing Senior Subordinated Notes, the Term Loan Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount; and (iv) the Collateral Agent may, without any further consent of any Lender, enter into the ABL Intercreditor Agreement with the collateral agent or other representatives of the holders of Indebtedness permitted under Section 6.027.03 that is intended to be secured on a junior basis to the Liens on the Collateral securing the Secured Obligations, in each case, where such Indebtedness is secured by Liens permitted under Section 7.01. The Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted. Any ABL Intercreditor Agreement entered into by the Collateral Agent in accordance with the terms of this Agreement shall be binding on the Secured Parties. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.169.10. In each case as specified in this Section 9.169.10, the Administrative Agent or the Collateral Agent willwill promptly upon the request of the Borrower (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Grantor Loan Party such documents as such Grantor the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to evidence the release of such Guarantor from its obligations under the Guaranty AgreementGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.169.10 (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate of a Responsible Officer of the Borrower to that effect provided to it by any Loan Party upon its reasonable request without further inquiry). Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent. For the avoidance of doubt, no release of Collateral or Guarantors effected in the manner permitted by this Section 9.10 shall require the consent of any holder of obligations under Secured Hedge Agreements or any Cash Management Agreements.

Collateral and Guaranty Matters. The Lenders and Each of the Issuing Banks Secured Parties irrevocably authorize authorizes the Applicable Collateral Agent, at its option and in its discretion, (i) Agent to release any Lien on any property granted to or held by the such Collateral Agent under any Loan Security Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or (iii) if approved, authorized or ratified in writing in accordance with Section 9.02; 2.04. The Applicable Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral; nor shall the Applicable Collateral Agent have any duty (i) to see to any recording, filing or depositing of any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recordings or filing or depositing or to any rerecording, refiling or redepositing of any thereof or (ii) to release any Guarantor from its obligations under see to the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor payment or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect discharge of any tax, assessment or other Material Indebtednessgovernmental charge or any lien or encumbrance of any kind; and provided, however, that, without limiting the foregoing, pursuant to Section 9-509(d)(i) of the UCC, each Authorized Representative (iiias instructed by relevant Secured Parties), on behalf of itself and the relevant Secured Parties, irrevocably directs the Applicable Collateral Agent to authorize the filing by any Applicable Authorized Representative (but without imposing an obligation on such Controlling Authorized Representative to do so) of any amendment to subordinate any Lien on any property granted to or held financing statement (which authorization is hereby deemed given by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Applicable Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.16. In each case as specified in this Section 9.16, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.16).

Collateral and Guaranty Matters. The Without limiting the provisions of Section 9.09, the Lenders and the Issuing Banks irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (ia) to instruct the Collateral Agent to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bankobligations), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as Shortfin Credit Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor Document, or (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 9.02; (ii) to release any Guarantor from its obligations under by the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material IndebtednessRequired Lenders; and (iiib) to instruct the Collateral Agent to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.027.01. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to instruct the Collateral Agent to release any Lien or subordinate its interest in particular types or items of property. 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 Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to release the Lenders for any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.16. In each case as specified in this Section 9.16, failure of the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents monitor or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 9.16Collateral.

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacities as a potential Hedge Bank) and the Issuing Banks L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (ia) to automatically release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Treasury Services Agreements and Secured Hedge Agreements as to which no claim has arrangements satisfactory to the applicable Hedge Bank shall have been assertedmade) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing BankL/C Issuer shall have been made), (ii) that at the time the property subject to such Lien is sold or otherwise disposed of Disposed or to be sold or otherwise disposed of Disposed (other than to another Company Party) as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing in accordance with Section 9.02; by the Required Lenders or (iiiv) if the property subject to such Lien is owned by a Guarantor, upon release any of such Guarantor from its obligations under the its Guaranty Agreement if such Person ceases pursuant to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; andclause (c) below; (iiib) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.027.01(u) to the extent required by the holder of, or pursuant to the terms of any agreement governing, the obligations secured by such Liens; and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Junior Financing. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.169.10. In each case as specified in this Section 9.169.10, the Collateral Administrative Agent willwill (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty AgreementGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.169.10.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks L/C Issuers irrevocably authorize the Collateral Agent, Agent at its option and in its discretion,: (a) to release (i) any Lien on any property granted to or held by Collateral Agent under any Loan Document or any Guarantor from its obligations under its Guaranty, in each case as permitted by the Security Agency Agreement, and (ii) any Lien on any Indebtedness that does not exceed the applicable threshold amount set forth in Section 12.14(a) or (b); (b) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of all of the aggregate Aggregate Tranche Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been assertedthat are not yet due and payable) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided other provisions for in a manner the payment of the obligations of the applicable Borrower with respect thereto reasonably satisfactory to the Administrative Agent and the applicable Issuing BankL/C Issuer), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor Document, or (iii) subject to Section 16.1, if approved, authorized or ratified in writing in accordance with Section 9.02;by the necessary Lenders; and (iic) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement if such Person ceases to meet the definition of be an Affiliate Borrower or a Guarantor or ceases to be a Major Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02. Upon request by the Collateral Agent or any other Agent at any time, the Required Lenders or the applicable Tranche Required Lenders will confirm or deny in writing the Collateral such Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.16. In each case as specified in this Section 9.16, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.16.

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacities as a potential or actual Cash Management Bank and a potential Hedge Bank) irrevocably authorizes the Issuing Banks irrevocably authorize Administrative Agent and the Collateral Agent, at its option and in its discretion,each of the Administrative Agent and the Collateral Agent agrees that it will: (ia) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination the Discharge of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank)Obligations, (ii) that at the time the property subject to such Lien is sold or otherwise disposed of transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Loan Document (including in connection with a Permitted Sale-Leaseback Transaction) to a any Person that is not a Grantor other than Holdings, the Borrower or any of the Guarantors, (iii) subject to Section 12.1, if the release of such Lien is approved, authorized or ratified in writing in accordance with Section 9.02; by the Requisite Lenders, or (iiiv) if the property subject to such Lien is owned by a Guarantor, upon release any of such Guarantor from its obligations under the its Guaranty Agreement if such Person ceases pursuant to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; andclause (c) below; (iiib) to release or subordinate any Lien 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 on such property that is permitted by Section 6.029.1(i); (c) release any Guarantor from its obligations under the Guaranty if (i) in the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder or (ii) in the case of Holdings, as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the ABL Facility, Senior Notes, any Credit Agreement Refinancing Indebtedness or any Junior Financing; and (d) if any Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer of the Borrower), and the Borrower notifies the Administrative Agent in writing that it wishes such Guarantor to be released from its obligations under the Guaranty and provides the Administrative Agent and the Collateral Agent such certifications or documents with respect thereto as either such Agent shall reasonably request, (i) release such Subsidiary from its obligations under the Guaranty and (ii) release any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary; provided that no such release shall occur if such Subsidiary continues to be a guarantor in respect of the ABL Facility, the Senior Notes, any Credit Agreement Refinancing Indebtedness or any other Junior Financing. Upon request by the Collateral Administrative Agent at any time, the Required Requisite Lenders will confirm in writing the Collateral Agent’s authority to release any Lien or subordinate its security interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.1611.11. In Notwithstanding the foregoing, in each case as specified in this Section 9.1611.11, the Collateral applicable Agent willwill (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, promptly execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to evidence the release of such Guarantor from its obligations under the Guaranty AgreementGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.1611.11. In connection with the delivery of any such release or subordination documentation by the Administrative Agent pursuant to this Section 11.11, the Borrower shall have delivered to the Administrative Agent, prior to the date of the proposed release or subordination, a written request for release or subordination identifying the relevant Guarantor and/or Collateral and the terms of the sale or other disposition or transaction in reasonable detail, including such other information as the Administrative Agent shall reasonably request, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents.

Collateral and Guaranty Matters. The Each of the Lenders and irrevocably authorizes the Issuing Banks irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (ia) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Secured Obligations (other than obligations for contingent indemnification obligations as to liabilities in respect of which no claim or demand for payment has been asserted) and made or, in the expiration case of indemnifications, no notice has been given (or termination of all Letters of Credit (unless cash-collateralized, back-stopped or reasonably satisfactory arrangements have otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bankbeen made)), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document, (iii) belonging to any Subsidiary released as a Subsidiary Guarantor in accordance with the provisions hereunder and under the Guaranty, (iv) constituting property in which no Loan Party owned any interest at the time the Administrative Agent’s Lien was granted nor at any time thereafter, (v) constituting property leased or licensed to a Person Loan Party or its Subsidiaries under a lease or license that has expired or is not terminated in a Grantor transaction permitted hereunder or (iiivi) if approved, authorized or ratified in writing in accordance with Section 9.0210.01; (iib) to release any Guarantor Loan Party from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or (i) is designated an Unrestricted Subsidiary in compliance with Section 6.12, (ii) ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues hereunder or (iii) otherwise ceases to be a guarantor in respect of any other Material Indebtednessrequired by the terms hereof to Guarantee the Secured Obligations; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is in respect of a Capital Lease Obligation to the extent permitted by Section 6.02hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.169.10. In each case as specified in this Section 9.169.10, the Collateral Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guaranty AgreementGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.169.10. If it becomes illegal for any Lender to hold or benefit from a Lien over real property pursuant to any law of the United States, such Lender shall notify the Administrative Agent and disclaim any benefit of such Lien to the extent of such illegality, but such illegality shall not invalidate or render unenforceable such Lien for the benefit of each of the other Lenders. 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 prepared by any Loan 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.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (ia) to release any Lien on any property Property of any Consolidated Party granted to or held by the Collateral Administrative Agent under any Loan Credit Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bankobligations), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition a Disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor by Section 7.05 or (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 9.02;by the Required Lenders; and (iib) to release any Subsidiary Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or (a) ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that , (b) no release shall occur if such Guarantor continues longer is required to be a guarantor Guarantor pursuant to Section 6.15, or (c) has been designated as an Excluded Subsidiary (in each case, a “Release”). Notwithstanding the foregoing, to the extent that following any such Release, any Real Property Asset owned by an otherwise to be released Subsidiary Guarantor that is obligated in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02outstanding recourse debt for Indebtedness shall not be deemed an Unencumbered Property hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority of the Administrative Agent to release any Lien or subordinate Subsidiary Guarantor from its interest in particular types or items obligations hereunder pursuant to this Section 9.10. Upon the release of propertyany Subsidiary Guarantor pursuant to this Section 9.10, or the Administrative Agent shall (to the extent applicable) deliver to the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the release any of such Subsidiary Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.16. In each case as specified in this Section 9.16, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.16Credit Documents.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks irrevocably other Secured Parties authorize the Collateral AgentAgent to release any Collateral or Guarantors in accordance with Sections 11.22 or 11.23 or if approved, at its option authorized or ratified in accordance with Section 11.01. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Collateral Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Secured Debt Intercreditor Agreement (in its discretion, (i) form satisfactory to the Collateral Agent and deemed appropriate by it). The Lenders and the other Secured Parties irrevocably agree that any Secured Debt Intercreditor Agreement entered into by the Collateral Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Secured Debt Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any Indebtedness not prohibited by Section 7.01 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Furthermore, the Lenders and the other Secured Parties hereby authorize the Administrative Agent and the Collateral Agent to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or (iii) if approved, authorized or ratified in writing in accordance with Section 9.02; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by clauses (c), (i), (j) or (z) of Section 6.027.02 or Section 7.02(a) (if the Liens thereunder are of the type that is contemplated by any of the foregoing clauses) in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such property or (ii) that is or becomes Excluded Property or Excluded Securities; and the Administrative Agent and the Collateral Agent shall do so upon request of the Borrower; provided, that prior to any such request, the Borrower shall have in each case delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying (x) that such Lien is permitted under this Agreement (and stating under which provision(s) of Section 7.02 such Lien is permitted), (y) in the case of a request pursuant to clause (i) 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 pursuant to clause (ii) of this sentence, that (A) such property is or has become Excluded Property or Excluded Securities and (B) if such property has become Excluded Property or Excluded Securities as a result of a contractual restriction, such restriction does not violate Section 7.09(c). Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.169.10 or Section 11.22. In each case as specified in this Section 9.169.10, the Administrative Agent and the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Agreement and the other Loan Documents or to subordinate its interest in such item, or to release such Guarantor Subsidiary Loan Party from its obligations under the Guaranty AgreementGuaranty, in each case in accordance with the terms of the Loan Documents and Documents, this Section 9.169.10 and Section 11.22. Neither the Administrative Agent nor the Collateral Agent shall 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 Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Anything contained in any of the Loan Documents to the contrary notwithstanding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Finance Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent or Collateral Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including any sale or disposition conducted under a plan of reorganization), any Secured Party may be the purchaser of any or all of such Collateral at any such sale or other disposition, and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender, Hedge Bank or Cash Management Bank in its or their respective individual capacities) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Finance Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of the Secured Parties at such sale or other disposition. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Finance Obligations provided under the Loan Documents, to have agreed to the foregoing provisions. The provisions of this paragraph are for the sole benefit of the Secured Parties and shall not afford any right to, or constitute a defense available to, any Loan Party.

Collateral and Guaranty Matters. The (a) Each of the Lenders (including in its capacities as a potential Qualified Counterparty and the Issuing Banks a potential Cash Management Provider) irrevocably authorize the Collateral Agent, at its option and in its discretion, Administrative Agent (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1): (i) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or (iii) if approved, authorized or ratified in writing in accordance with Section 9.02; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document (1) at the time the property subject to such Lien is disposed of or to be disposed of as part of or in connection with any disposition permitted hereunder or under any other Loan Document to any Person other than a Loan Party, (2) subject to Section 10.1, if the holder release of any such Lien on is approved, authorized or ratified in writing by the Required Lenders, (3) if the property subject to such property that Lien is permitted owned by Section 6.02. a Guarantor, -147- (b) Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release (pursuant to clause (a) above) any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.16. In each case Guarantee. (c) At such time as specified the Loans and the other Obligations (other than contingent obligations for which no claim has been made) shall have been satisfied by payment in this Section 9.16full in immediately available funds and the Commitments have been terminated, the Collateral shall be automatically released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent willand each Group Member under the Security Documents shall automatically terminate, at all without delivery of any instrument or performance of any act by any Person. (d) If (i) a Guarantor was released from its obligations under the Borrower’s expenseGuarantee or (ii) the Collateral was released from the assignment and security interest granted under the Security Document (or the interest in such item subordinated), the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to) execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release of such Guarantor from its obligations under the Guarantee, the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.169.10. (e) If as a result of any transaction not prohibited by this Agreement (i) any Guarantor becomes an Excluded Domestic Subsidiary or a Foreign Subsidiary that is a CFC, then (x) such Guarantor’s Guarantee shall be automatically released, and (y) the Voting Stock of such Guarantor (other than 65% of the total outstanding Voting Stock of a CFC Holdco or Foreign Subsidiary that is a CFC that, in each case, is directly owned by a Borrower or a Guarantor) shall be automatically released from the security interests created by the Loan Documents, or (ii) any CFC Holdco or any Foreign Subsidiary that is a CFC ceases to be directly owned by a Borrower or Guarantor, then the Capital Stock of such Subsidiary shall be automatically released from any security interests created by the Loan Documents. In connection with any termination or release pursuant to this Section 9.10(e), the Administrative Agent and any applicable Lender shall promptly execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.10(e) shall be without recourse to or warranty by the Administrative Agent or any Lender. -148-

Collateral and Guaranty Matters. (a) The Lenders and the Issuing Banks Secured Parties irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (i) to release any Lien on any property Property granted to or held by the Collateral Administrative Agent under any Loan Document (iA) upon termination of the aggregate Commitments and payment Payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank)Full, (iiB) that is sold or otherwise disposed Disposed of or to be sold or otherwise disposed Disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other the Loan Document to a Person that is not a Grantor Documents, or (iiiC) if approved, authorized or ratified in writing in accordance with by the Required Lenders or all Lenders, as applicable, under Section 9.02; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness10.10; and (iiiii) to subordinate any Lien on any property Property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property Property that is permitted by Section 6.027.2. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement Property pursuant to this Section 9.169.9. In each case as Upon the occurrence of any of the events specified in this Section 9.169.9(a)(i)(A), the Collateral Agent will(B) or (C), at the Borrower’s sole cost and expense, Administrative Agent shall execute and deliver to the applicable Grantor Borrower such documents documentation as such Grantor Borrower may reasonably request in writing to evidence release the release of such item of applicable Collateral from the assignment Liens created by the Loan Documents. In connection with any such request by Xxxxxxxx, Administrative Agent may request, and security interest granted if requested by Administrative Agent, Xxxxxxxx shall deliver a written certificate of a Responsible Officer of Borrower certifying that the applicable transaction is permitted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents (and this Section 9.16Administrative Agent may rely conclusively on any such certificate without further inquiry and shall have no liability to any Secured Party for any inaccuracy or misrepresentation contained therein). (b) 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 Administrative Agent’s Lien thereon, or any certificate prepared by any Beneficient Party in connection therewith, nor shall Administrative Agent be responsible or liable to Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. The Lenders Lenders, the L/C Issuer and the Issuing Banks Hedging Parties irrevocably authorize the Collateral Agent, at its option and in its discretion, (ia) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the aggregate Commitments Revolving Credit Facility and payment in full of all Obligations, the Cash Management Obligations and the Secured Swap Obligations (other than contingent indemnification obligations as to which no claim has been assertedobligations) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank)Credit, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to (including, for the avoidance of doubt, Receivables Facility Assets sold in connection with a Person that is not a Grantor or Permitted Receivables Financing), (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 9.02; by the Required Lenders or, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Security Documents or to file Uniform Commercial Code continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage or (iiiv) if the property subject to such Lien is owned by a Guarantor, upon release any of such Guarantor from its obligations under the its Guaranty Agreement if such Person ceases pursuant to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtednessclause (c) below; and (iiib) to subordinate any Lien on any property Property granted to or held by the Administrative Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.027.01(i); and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.169.10. In each case as specified in this Section 9.169.10, the Administrative Agent or the Collateral Agent willwill (and each Lender irrevocably authorizes such Agent to), at the Borrower’s expense, execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemSecurity Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty AgreementGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.169.10. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any withholding tax applicable to such payment. If the IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender for any other reason, or the Administrative Agent has paid over to the IRS applicable withholding tax relating to a payment to a Lender but no deduction has been made from such payment, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent in connection with such tax, including any penalties or interest and together with any all expenses incurred.

Collateral and Guaranty Matters. The (a) Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer hereby irrevocably authorizes and directs the Administrative Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each of the Lenders and the Issuing Banks L/C Issuer hereby agrees, and each holder of any of the Notes by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by Required Lenders, in accordance with the provisions of this Agreement, the Collateral Documents or other Loan Documents, and the exercise by Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized by and binding upon each of the Lenders and the L/C Issuer. The Administrative Agent is hereby authorized (but not obligated) on behalf of each of the Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any of the Lenders or the L/C Issuer from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (iw) upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank)Facility Termination Date, (iix) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or Document, (iiiy) if approved, authorized or ratified in writing in accordance with Section 9.0210.01 or (z) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of any Event of Default; (ii) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtednessunder the Loan Documents; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.027.01(i). Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 9.169.10. In each case as specified in this Section 9.169.10, the Collateral Administrative Agent will, at the BorrowerCompany’s expense, execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guaranty AgreementSubsidiary Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.169.10. (c) Subject to paragraph (b) above, the Administrative Agent shall (and is hereby irrevocably authorized by each of the Lenders and the L/C Issuer to) execute such Instruments as may be necessary to evidence the release or subordination of the Liens granted to the Administrative Agent for the benefit of the Administrative Agent and the Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty, and (ii) such release or subordination shall not in any manner discharge, affect or impair any of the Secured Obligations or any of the Liens upon (or Secured Obligations of the Company or any other Loan Parties in respect of) any of the interests retained by the Company or the other Loan Parties, including the proceeds of the Disposition, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligations whatsoever to any of the Lenders, the L/C Issuer or other Persons to assure that the Collateral exists or is owned by the Company or the other Loan Parties or is cared for, protected or insured, it being understood and agreed that, in respect of the Collateral, or any act, omission or event related thereto, the duties and obligations of the Administrative Agent shall be subject always to the provisions of Section 9.03. Each of the Lenders hereby appoints each of the other Lenders as agent for the purpose of perfecting the Lenders’ and the L/C Issuer’s security interests in assets which, in accordance with Article IX of the UCC can be perfected only by possession. Should any of the Lenders (other than the Administrative Agent) obtain possession of any such Collateral, such Lender shall notify the Administrative Agent thereof and, promptly upon the Administrative Agent’s request therefore, shall deliver such Collateral to the Administrative Agent or in accordance with the Administrative Agent’s instructions. 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 prepared by any Loan 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.

Collateral and Guaranty Matters. (a) The Lenders and the Issuing Banks irrevocably authorize the Collateral Administrative Agent, at its option and in its sole and absolute discretion, (i) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (iv) upon termination of the aggregate all Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been assertedobligations) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing BankBank shall have been made), (iiw) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other the Loan Document Documents, (x) subject to a Person that is not a Grantor or (iii) Section 9.2, if approved, authorized or ratified in writing by the Required Lenders, (y) relating to Collateral consisting of a debt instrument if the Indebtedness evidenced thereby has been paid in accordance with Section 9.02full, or (z) where such release (A) corrects manifest error in the Administrative Agent’s sole and absolute discretion or (B) is expressly permitted under the Loan Documents; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.026.3(e) or to any Permitted Encumbrance; and (iii) to release any Subsidiary Guarantor from its obligations under the Loan Documents if such Person ceases to be a Subsidiary or Restricted Subsidiary as a result of a transaction or designation permitted under the Loan Documents. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement Loan Documents pursuant to this Section 9.168.11. (b) The Administrative Agent may, but shall not be obligated, to take such action as it deems necessary to perfect or continue the perfection of the “Liens” on the “Collateral” (as such terms are defined in the Loan Documents) held for the benefit of the Secured Parties. In The Administrative Agent shall not release any of the Collateral held for the benefit of the Lenders, or any Liens on the Collateral held for the benefit of the Lenders, except: (a) upon the written direction of the Required Lenders; (b) upon payment in full of the “Obligations” (as defined in the Loan Documents); (c) for Collateral consisting of a debt instrument if the indebtedness evidenced thereby has been paid in full; or (d) where such release is expressly permitted under the Loan Documents to which it is a party. (c) Subject to the terms of this Agreement, the Administrative Agent agrees to administer and enforce this Agreement and the Security Documents to which it is a party and to foreclose upon, collect and dispose of the Collateral and to apply the proceeds therefrom, for the benefit of the Secured Parties, as provided in this Agreement, and otherwise to perform its duties and obligations as the Administrative Agent hereunder in accordance with the terms hereof; provided, however, that the Administrative Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the Security Documents to which it is a party as Administrative Agent, and no implied covenants or obligations shall be read into this Agreement and any such Security Documents against the Administrative Agent. (d) Notwithstanding anything contained herein to the contrary, the Administrative Agent shall not be required to exercise any discretion or take any action but shall only be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders, in each case case, as specified therein, and such instructions shall be binding upon the Administrative Agent and each of the Secured Parties; provided, however, that the written instructions of all of the Secured Parties shall be required where expressly provided for herein; provided, further, that the Administrative Agent shall not be required to take any action which is contrary to any provision of this Agreement, the Security Documents or Applicable Law. (e) Notwithstanding any other provision of this Agreement and the Security Documents, in no event shall the Administrative Agent be required to foreclose on, or take possession of, the Collateral, if, in the judgment of the Administrative Agent, such action would be in violation of any Applicable Law, rule or regulation pertaining thereto, or if the Administrative Agent reasonably believes that such action would result in the incurrence of liability by the Administrative Agent for which it is not fully indemnified. (f) The Administrative Agent shall not be responsible to the other Secured Parties for (i) any recital statements, representations or warranties by the Loan Parties or any of the Secured Parties (other than the Administrative Agent) contained in this Section 9.16Agreement or the Loan Documents, or any certificate or other document delivered by the Borrower, any of the other Loan Parties, or any of the other Secured Parties thereunder, (ii) the value, validity, effectiveness, genuineness, enforceability (other than as to the Administrative Agent with respect to such documents to which the Administrative Agent is a party) or sufficiency of this Agreement, the other Loan Documents, or any other document referred to or provided for herein or therein or of the Collateral held by the Administrative Agent hereunder, (iii) the performance or observance by the Borrower, the other Loan Parties, or any of the Secured Parties (other than as to itself) of any of their respective agreements contained herein or therein, nor shall the Administrative Agent be liable because of the invalidity or unenforceability of any provisions of this Agreement (other than as to itself) or (iv) the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder (except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Administrative Agent) the validity of the title of the Borrower and Loan Parties, as applicable, to the Collateral, insuring the Collateral or the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. (g) The Administrative Agent may at any time request instructions from the Required Lenders as to a course of action to be taken by it hereunder and under any of the Security Documents or in connection herewith and therewith or any other matters relating hereto and thereto. (h) Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct as and to the extent determined by a court of competent jurisdiction by final and nonappealable judgment. (i) 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 any Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor, maintain or insure any portion of the Collateral. (j) The Administrative Agent may refrain from enforcing the Collateral unless instructed by the Required Lenders. The Administrative Agent may, subject to any contrary instructions from the Required Lenders, cease enforcement at any time. (k) In the event that the Administrative Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any obligation for the benefit of another, which in the Administrative Agent’s sole discretion may cause the Administrative Agent to be considered an “owner or operator” under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601, et seq., or otherwise cause the Administrative Agent to incur liability under CERCLA or any other federal, state or local law, the Administrative Agent reserves the right, instead of taking such action, to either resign as the Administrative Agent or arrange for the transfer of the title or control of the asset to a court-appointed receiver. Except for such claims or actions arising directly from the gross negligence or willful misconduct of the Administrative Agent, the Administrative Agent shall not be liable to any Person for any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Administrative Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to the discharge, release or threatened release of hazardous materials into the environment. If at any time after any foreclosure on the Collateral (or a transfer in lieu of foreclosure) upon the exercise of remedies in accordance with the Security Documents it is necessary or advisable to take possession, own, operate or manage any portion of the Collateral by any Person or entity other than the Borrower, the Administrative Agent shall appoint an appropriately qualified Person to possess, own, operate or manage such Collateral. (l) The powers conferred on the Administrative Agent under this Agreement and related Security Documents are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody and preservation of the Collateral in its possession and the accounting for monies actually received by it, the Administrative Agent shall have no other duty as to the Collateral, whether or not the Administrative Agent or any of the other Lenders or Issuing Banks has or is deemed to have knowledge of any matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to the Collateral. The Administrative Agent xxxxxx agrees to exercise reasonable care in respect of the custody and preservation of the Collateral. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property. (m) Upon the cash payment in full of all of the Obligations and termination of each of the Security Documents or as may be otherwise directed by Required Lenders in accordance with the applicable provisions of this Agreement, all rights to the Collateral as shall not have been sold or otherwise applied, in each case, pursuant to the terms hereof shall revert to the Borrower, its successors or assigns, or otherwise as a court of competent jurisdiction may direct. Upon any such termination, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor Borrower such documents as such Grantor may the Borrower or applicable Loan Party shall reasonably request to evidence such termination and the release of such item of Collateral from any Guarantees provided by any Loan Party to guarantee the assignment and security interest granted under Guaranteed Obligations. Notwithstanding anything to the Collateral Documents or contrary herein, this Section 8.11(m) shall be binding upon all parties hereto. (n) Unless otherwise consented to subordinate its interest in such item, or to release such Guarantor from its obligations under writing by the Guaranty Agreement, in each case in accordance with Administrative Agent (acting at the terms direction of the Loan Documents and Required Lenders), no Lender or Issuing Bank, individually or together with any other Lenders or Issuing Banks, shall have the right, nor shall it, exercise or enforce any of the rights, powers or remedies which the Administrative Agent is authorized to exercise or enforce under this Section 9.16Agreement or any of the other Security Documents.

Collateral and Guaranty Matters. The Lenders and (a) Subject to the Issuing Banks terms of the Security Documents, the Administrative Agent is irrevocably authorize the Collateral Agentauthorized, at its option and the discretion of the Administrative Agent from time to time, to take any of the following actions or to direct the appropriate Persons to take any of the following actions or to confirm the taking of the same, in its discretion,each case as the Administrative Agent shall determine to be in the interest of the Lenders: (i) to release accept, release, subordinate or otherwise modify any Lien on any property granted real or personal property, including any security issued by or other ownership interest in any Person, (A) with respect to or held by the Collateral Agent under acceptances, at any Loan Document time, (iB) with respect to releases, upon termination of the aggregate Commitments and payment in full of all Credit Agreement Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bankobligations), (iiC) with respect to releases, to the extent of property that is sold or will be sold, monetized, securitized, leased or otherwise disposed of transferred or to be sold or otherwise disposed of as part of or in connection with any sale transaction required or other disposition permitted hereunder or under any other Loan Document or otherwise to the extent contemplated by any transaction required or permitted under any Loan Document (and without limiting any other applicable releases, to the extent any Subsidiary ceases to be a Person that Subsidiary of the Borrower, or all or substantially all of its assets is not a Grantor sold or otherwise transferred or disposed of, then regardless of the form of such transaction such release may extend to all of the ownership interests in such Subsidiary and the assets of such Subsidiary), (D) with respect to subordinations, to the extent the Lien which benefits from the subordination is permitted by Section 7.1, or (iiiE) if under other circumstances, to the extent such actions under such other circumstances are approved, authorized or ratified in writing by the Required Lenders or such greater percentage of Lenders required under Section 11.1(i) or (j); provided that in accordance with Section 9.02any circumstances when any release is authorized, any lesser modification such as a partial release or subordination is also authorized; (ii) to release accept, release, subordinate or otherwise modify the Guaranty, any Guarantor from its obligations other Guarantee of any Credit Agreement Obligations or as applicable any Person obligated under the Guaranty Agreement or any such Guarantee, (A) with respect to acceptances, at any time, (B) with respect to releases, if such Person ceases to meet the definition of a Guarantor or applicable guarantor ceases to be a Subsidiary as a result of a transaction permitted hereunderhereunder or otherwise to the extent contemplated by any transaction required or permitted under any Loan Document (and without limiting any other applicable releases, to the extent any Subsidiary that is an issuer of “Excluded Securities” as defined in the Collateral Trust Agreement is released from the Guaranty or any such Guarantee, then such release may extend to a release of Liens in the Excluded Securities issued by such Subsidiary) or (C) under other circumstances, to the extent such other actions under such circumstances are approved, authorized or ratified in writing by the Required Lenders or such greater percentage of Lenders required under Section 11.1(i) or (j); provided that no in any circumstances when any release shall occur is authorized, any lesser modification such as a partial release or subordination is also authorized; (iii) take or direct the taking of or confirm any action to which clause (i) above applies (other than the release of, or the subordination of the Secured Parties’ Lien on, all or substantially all of the Collateral in any transaction or series of related transactions) if and to the extent determined by the Administrative Agent that the cost to the Credit Parties of not taking such Guarantor continues action, including administrative costs, is disproportionate to the benefit to be a guarantor in respect maintained by the Secured Parties by not taking such action; (iv) enter into any Secured Trading Counterparty Intercreditor Agreement and other intercreditor agreements, subordination agreements and other agreements related to the Security Documents or the Guaranty or any other Guarantee of any Credit Agreement Obligations determined by the Administrative Agent or the Collateral Trustee to be in the interest of the Lenders, (A) with Persons who have been granted Liens permitted by Section 7.1, (B) to the extent contemplated by any transaction required or permitted under any Loan Document or (C) under other Material Indebtednesscircumstances to the extent such other circumstances are approved, authorized or ratified in writing by the Required Lenders or such greater percentage of Lenders required under Section 11.1(i) or (j); and (iiiv) exercise rights (other than enforcement rights unless authorized by the Required Lenders) and perform obligations under the Collateral Trust Agreement and the other Security Documents, the Guaranty and any other Guarantee of any Credit Agreement Obligations, the documents and agreements referred to subordinate in clause (iv) above and related documents and agreements, in each case as required or as deemed appropriate in the discretion of the Administrative Agent or the Collateral Trustee, including amending, supplementing, waiving, providing consent under or otherwise modifying any Lien on of the foregoing documents or agreements, directing or providing notices or other communications to the Collateral Trustee and becoming or appointing any property granted agent, co-agent, sub-agent, trustee, co-trustee, sub-trustee or the like for the Collateral Trustee or for other Persons. (b) The Administrative Agent hereby agrees at the option of the Borrower to take or held direct the Collateral Trustee or other applicable Person to take or to confirm, to the extent not otherwise prohibited by this Agreement, (1) any of the actions described under clause (a)(i)(A)-(D), (a)(ii)(A) or (B), or (iv)(A) or (B) above upon the occurrence of any of the applicable circumstances set forth in such clauses and the receipt of the Borrower’s written request that such action be taken. The manner of taking such actions shall be determined by the Administrative Agent under in its reasonable discretion after consultation with the Borrower following the occurrence of any Loan Document of such applicable circumstances. In connection therewith, the Administrative Agent shall timely execute and deliver, provide, return or otherwise make available or direct the execution and delivery, provision, return or otherwise making available of all filings, recordings, notices, and other documents and agreements, including financing statements, recordable real property documents and general releases and notices, directions and other communications to the holder Collateral Trustee, required by the terms of any Lien on such property that is permitted this Agreement or reasonably requested by Section 6.02. the Borrower. (c) Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s any authority to release any Lien take or subordinate its interest in particular types or items direct the taking of property, or to release confirm any Guarantor from its obligations of the actions in accordance with this Section. (d) Any actions taken or directed to be taken or confirmed by the Administrative Agent under the Guaranty Agreement pursuant to authority granted under this Section 9.16shall be deemed for all purposes to be authorized by and shall be binding on and may be made on behalf of the Lenders and the other Secured Parties under this Agreement. In each case as specified in this Section 9.16addition, whether or not so authorized, the Collateral Trustee, any agent, co-agent, sub-agent, trustee, co-trustee, sub-trustee or the like for the Collateral Trustee and any other Person to whom these provisions may relate are directed to follow, and shall be entitled to rely upon as so authorized by the Lenders and the other Secured Parties under this Agreement, any document or agreement, notice, direction or other communication signed by or received from the Administrative Agent willpurporting to be authorized by or to be on behalf of the Lenders or any other Secured Parties under this Agreement or any subset thereof under this Section or otherwise. (e) Contemporaneously with the execution hereof, at in addition to all other authorizations provided in this Section, the Borrower’s expenseAdministrative Agent is irrevocably authorized to, and direct the Collateral Trustee and any agent, co-agent, sub-agent, trustee, co-trustee, sub-trustee or the like to, and hereby so direct all of them to, execute and deliver deliver, provide, return or otherwise make available all filings, recordings, notices and documents and agreements (i) necessary or desirable to satisfy the applicable Grantor such documents as such Grantor may reasonably request conditions set forth in Section 4.1 and (ii) otherwise deemed necessary or desirable by the Administrative Agent to evidence effect the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest transactions contemplated in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance connection with the terms execution and delivery of the Loan Documents and this Section 9.16Agreement.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks L/C Issuers irrevocably authorize and direct each of the Administrative Agent and/or Collateral Agent, at its option and in its discretion,as applicable: (a) to release (i) to release any Lien on any property Property granted to or held by the Collateral Agent under any Loan Document (iA) upon termination of the aggregate Aggregate Revolving Commitments and payment in full of all Obligations outstanding under the Loan Documents (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration expiration, termination or termination Cash Collateralization of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank)Credit, (iiB) that is sold or otherwise disposed of transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or (iiiC) subject to Section 11.01, if approved, authorized or ratified in writing in accordance with Section 9.02; by the Required Lenders, (ii) to release any Guarantor from its obligations under Lien on the Guaranty Agreement if such Person ceases to meet Capital Stock of any Subsidiary that becomes a Non‑Pledged Subsidiary at any time after the definition of a Guarantor or ceases to be a Subsidiary Closing Date as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be hereunder and (iii) any Lien on the Property or Capital Stock of Wireless LLC, CBTS or any Subsidiary of CBTS contemplated by Section 7.12(c), upon the consummation of a guarantor in respect of any other Material Indebtedness; andWireless Disposition or CBTS Disposition, as applicable; (iiib) to subordinate any Lien on any property Property granted to or held by the Administrative Collateral Agent under any Loan Document to the holder of any Lien on such property Property that is permitted by Section 6.028.01(i); and (c) to release any Guarantor from its obligations under the Guaranty (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (ii) if such Person (including, without limitation, Wireless LLC, CBTS or any Subsidiary of CBTS as contemplated by Section 7.12(c)) becomes an Excluded Subsidiary at any time after the Closing Date as a result of a transaction permitted hereunder. In connection with any termination or release pursuant to this Section 10.10, the Administrative Agent and/or the Collateral Agent shall promptly execute and deliver to the Borrower or any Subsidiary, at the Borrower's or such Subsidiary's expense, all documents that the Borrower or such Subsidiary shall reasonably request to evidence such termination or release. Effective immediately upon any Loan Party ceasing to be a Subsidiary or ceasing to be a Guarantor, such Loan Party shall cease to be a party to this Agreement. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent's and/or Collateral Agent’s 's, as applicable, authority to release any Lien or subordinate its interest in particular types or items of propertyProperty, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.16. In each case as specified in 10.10; provided that the failure to obtain such confirmation shall not derogate from the rights of the Borrower and the Subsidiaries under this Section 9.16, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.1610.10.

Collateral and Guaranty Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 10.08 or with respect to a Lender’s right to file a proof of claim in an insolvency proceeding (whether in its capacity as a Lender, Hedge Bank or Cash Management Bank), no Lender (whether in its capacity as a Lender, Hedge Bank or Cash Management Bank) shall have any right individually to realize upon any collateral or enforce any part of this Agreement, the other Loan Documents, any Swap Agreement or any Cash Management Agreement with respect to the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents, any Swap Agreement and any Cash Management Agreement may be exercised solely by the Administrative Agent on behalf of the Lenders in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Lenders within the meaning of the term “secured party” as defined in the UCC. In the event that any collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Lenders any Loan Documents necessary or appropriate to grant and perfect a Lien on such collateral in favor of the Administrative Agent on behalf of the Lenders. With respect to any action by Administrative Agent to enforce the rights and remedies of Administrative Agent and the Lenders under this Agreement and the other Loan Documents, each Lender hereby consents to the jurisdiction of the court in which such action is maintained, and agrees to deliver its Note to Administrative Agent to the extent necessary to enforce the rights and remedies of Administrative Agent for the benefit of the Lenders under any Security Instrument in accordance with the provisions hereof. Each Lender agrees to indemnify each of the other Lenders for any loss or damage suffered or cost incurred by such other Lender (including without limitation, attorneys’ fees and expenses and other costs of defense) as a result of the breach of this Section 9.10 by such Lender. (b) The Lenders (including, if applicable, in their capacity as a potential Cash Management Bank and the Issuing Banks potential Hedge Bank) irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or (iii) if approved, authorized or ratified in writing in accordance with Section 9.02; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to any Permitted Encumbrance. Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the holder existence, value or collectability of the collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon or any certificate prepared by Borrower or Guarantor 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. (c) Without limiting the provisions of Section 9.09, each Lender (including, if applicable, in its capacity as a potential Cash Management Bank and potential Hedge Bank) and each L/C Issuer irrevocably authorizes Administrative Agent, at its option and in its discretion (a) to release any Borrower from its obligations under the Loan Documents pursuant to Section 6.13 hereof, (b) to release the Cash Collateral and any Lien on such property that is permitted by thereon in accordance with the terms and conditions set forth in Section 6.022.14, and (c) to release and reconvey any Borrowing Base Property from the Lien of the applicable Security Instrument (and any other Loan Documents) pursuant to Section 6.13. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations Borrower under the Guaranty Agreement Loan Documents, any Cash Collateral and any Lien thereon, and any Borrowing Base Property and any Lien thereon, in each case, pursuant to this Section 9.16. In each case as specified in this Section 9.16, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.169.10.

Collateral and Guaranty Matters. 10.9.1 Agent (acting at the direction of the Required Lenders) is authorized on behalf of the Lenders, without the necessity of any notice to or further consent from such Lenders, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. Agent (acting at the direction of the Required Lenders) is further authorized (but not obligated unless directed by the Lenders) on behalf of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Lenders under the Loan Documents or applicable Laws. By accepting the benefit of the Liens granted pursuant to the Security Instruments, each Lender hereby agrees to the terms of this paragraph. 10.9.2 The Lenders hereby, and any other Lender by accepting the Issuing Banks benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize Agent to, and Agent shall, upon request of the Collateral Agent, at its option and in its discretion, (i) to Borrower release any Lien on any property granted to or held by the Agent upon any Collateral Agent under any Loan Document (ia) upon termination of this Agreement and the aggregate Commitments and payment in full of the outstanding Term Loan and all other Obligations (other than contingent indemnification indemnity obligations as to for which no claim has claims have been assertedmade); or (b) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank), (ii) that is constituting Property sold or otherwise disposed of or to be sold or otherwise disposed Disposed of as part of or in connection with any sale Disposition permitted under this Agreement or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or (iii) if approved, authorized or ratified in writing in accordance with Section 9.02; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02Document. Upon the request by the Collateral of Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement Collateral pursuant to this Section 9.16. In each case as specified in this Section 9.16, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.1610.9.

Collateral and Guaranty Matters. (a) The Lenders and the Issuing Banks Secured Parties irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or (iii) if approved, authorized or ratified in writing in accordance with Section 9.02; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon the Full Satisfaction of the Secured Obligations; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Borrower owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the holder Borrower under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrower to be, renewed or extended; (v) consisting of any Lien on such property that is permitted an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders (subject to Section 6.0210.1). Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property; provided that, or to release the absence of any Guarantor from its obligations such confirmation for whatever reason shall not affect such Administrative Agent’s rights under the Guaranty Agreement pursuant to this Section 9.16. In each case as specified in 9.9(a); provided, further, that the Administrative Agent shall not be required to execute any document necessary to evidence such release authorized under this Section 9.16, 9.9 unless a Responsible Person of the Collateral Agent will, at the Borrower’s expense, execute and deliver Borrower shall certify in writing to the applicable Grantor Administrative Agent that the transaction requiring such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted is permitted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.16(it being acknowledged that Administrative Agent may rely on any such certificate without further enquiry). (b) 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 prepared by the Borrower 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.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks L/C Issuer irrevocably agree (and authorize the Collateral Administrative Agent, at its option and in its discretion,, to take such action as is reasonably requested by any Loan Party to evidence): (ia) to release releasethat any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document shall be automatically released (i) upon termination of the aggregate Commitments Revolving Credit Facility and payment in full of all Obligations (other than (A) contingent indemnification obligations as to which no claim has been assertedand (B) obligations and liabilities under Specified Cash Management Agreements and Specified Hedge Agreements) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing BankL/C Issuer shall have been made), (ii) that is sold or otherwise disposed of or to be sold soldupon the sale or otherwise disposed of other disposition (or as part of or in connection with any sale or other disposition disposition) permitted hereunder or under any other Loan Document to a Person that is not a Grantor or Domestic Loan Party (provided that in the event any such property is transferred to from a Domestic Loan Party to a Foreign Loan Party, orsuch release shall only occur if the pledge of the transferred assets are not otherwise required to be pledged by the Loan Documents), (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders or the Required Revolving Credit Lenders, as applicable; (or such other percentage of the Lenders whose consent may be required in accordance with Section 9.0210.01), (iv) as required by the Administrative Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Administrative Agent pursuant to the Collateral Documents and (v) to the extent such Collateral otherwise becomes Excluded Assets (as defined in the U.S. Security Agreement); (iib) with respect to release any Guarantor from its obligations under that if (a) all of the Guaranty Agreement if such Person ceases to meet the definition Equity Interests of a Subsidiary who is a Subsidiary Guarantor or whose Equity Interests have been pledged pursuant to the Foreign Subsidiary Pledge Documents shall be transferred, sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof to a Person that is not a Loan Party, (b) a Subsidiary Guarantor ceases to be a Subsidiary in a transaction not restricted hereunder or (c) any Subsidiary who is a Subsidiary Guarantor or whose Equity Interests have been pledged pursuant to the Foreign Subsidiary Pledge Documents, the Administrative Agent may release such guaranty or pledge if such Subsidiary ceases to be a Subsidiary or becomes an Excluded Pledge Subsidiary (or becomes a Domestic Subsidiary that is treated as a result disregarded entity for U.S. federal income tax purposes and that owns directly or indirectly through one or more flow-through entities no material assets other than the Equity Interests of one or more Foreign Subsidiaries that are controlled foreign corporations, in which case, 35% of the Equity interests in such Subsidiary shall be released from the pledge), an Excluded Domestic Guaranty Subsidiary or an Excluded Foreign Guaranty Subsidiary, as applicable, then, in each case in a transaction permitted hereunder; provided that no release ;, the Guaranty of such Subsidiary Guarantor and/or the relevant Foreign Subsidiary Pledge, as applicable, shall occur if automatically be discharged and released without any further action by any Person effective as of the time of such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; andtransfer, sale, disposal or occurrence; (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.027.01(i); (d) that the Administrative Agent, at its option and in its discretion, is authorized to release any Subsidiary Guarantor from its obligations under any Subsidiary Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and (e) that the Administrative Agent, at its option and in its discretion, is authorized subject to Section 10.01(i), to the extent not otherwise contemplated by this Section 9.10, terminate any Foreign Subsidiary Pledge Document (other than the U.S. Security Agreement) and release the Liens created thereunder in connection with (A) any Redesignation pursuant to clause (A) of the last sentence of Section 6.13(g) and (B) any notice of release with the consent of the Required Revolving Credit Lenders pursuant to clause (B) of the last sentence Section 6.13(g). Upon request by the Collateral Administrative Agent at any time, the Required Lenders (or Required Revolving Credit Lenders, as applicable) will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty Agreement Guaranties (or XXX Xxxxx Pledge Documents, as applicable) or release any Lien on any property granted to or held by the Administrative Agent under any Loan Document, in each case, pursuant to this Section 9.16. In each case as specified in this Section 9.16, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.169.10.

Collateral and Guaranty Matters. (a) The Lenders and the Issuing Banks Secured Parties hereby (either by signing this Agreement or being deemed to appoint Xxxxx Fargo as its Agent pursuant to Section 14.1) irrevocably authorize the Collateral Agent, at its option and in its discretion, (i) Agent to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the aggregate Commitments payment and payment satisfaction in full of all of the Secured Obligations (other than contingent expense reimbursement or indemnification obligations as to for which no claim has been asserted) and made in writing, and, with respect to Secured Hedge Agreements, unless the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner Secured Obligations are cash collateralized on terms satisfactory to the Administrative Agent and applicable counterparties or other arrangements have been made satisfactory to the applicable Issuing Bankcounterparties to such Secured Hedge Agreements), (ii) that is constituting property being sold or otherwise disposed of if a release is required or desirable in connection therewith and, at the request of the Agent, if Borrower certifies to be sold Agent that the sale or otherwise disposed disposition is permitted under Section 6.4 and is not a sale or disposition to another Loan Party (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which no Loan Party or any of as part its Restricted Subsidiaries owned any interest at the time Agent’s Lien was granted nor at any time thereafter, (iv) constituting property leased or licensed to a Loan Party or its Restricted Subsidiaries under a lease or license that has expired or is terminated in a transaction permitted under this Agreement, (v) owned by any Guarantor upon the release of its Guarantee under the Guaranty and Security Agreement in accordance with Section 14.11(b) or (vi) in connection with a credit bid or purchase authorized under this Section 14.11 (provided that if a counterparty to a Secured Hedge Agreement has not joined in such credit bid or purchase, the Secured Obligations thereunder are cash collateralized on terms satisfactory to the applicable counterparty). The Loan Parties and the Lenders (either by signing this Agreement or by accepting the benefits of the Collateral) hereby irrevocably authorize Agent, based upon the instruction of the Required Lenders, to (a) consent to the sale of, credit bid, or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of any Debtor Relief Law, including Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition permitted hereunder thereof conducted under the provisions of the UCC, including pursuant to Sections 9-610 or under 9-620 of the UCC or other Applicable Law, or (c) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other Loan Document sale or foreclosure conducted or consented to a Person that is not a Grantor or (iii) if approved, authorized or ratified in writing by Agent in accordance with Section 9.02; Applicable Law in any judicial action or proceeding or by the exercise of any legal or equitable remedy. In connection with any such credit bid or purchase, (i) the Obligations owed to the Lenders shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or purchase) and the Lenders whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject of such credit bid or purchase (or in the Equity Interests of the any entities that are used to consummate such credit bid or purchase), and (ii) Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by any entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration. Except as provided above, Agent will not execute and deliver a release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to Collateral without the prior written authorization of (y) if the release is of all or held by substantially all of the Administrative Agent under any Loan Document to Collateral, all of the holder of any Lien on such property that is permitted by Section 6.02. Upon request by the Collateral Agent at any timeLenders, or (z) otherwise, the Required Lenders will confirm in writing the Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.16. In each case as specified in this Section 9.16, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.16.Required

Collateral and Guaranty Matters. The (a) Lenders and the Issuing Banks hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, Administrative Agent to (i) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or (iii) if approved, authorized or ratified in writing in accordance with Section 9.02; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or 8.01; and (ii) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. (b) Lenders hereby irrevocably authorize Administrative Agent to transfer or release any Lien on, or after foreclosure or other acquisition of title by Administrative Agent on behalf of the Lenders to transfer or sell, any Loan Collateral: (i) upon the termination of the Aggregate Commitments and payment and satisfaction in full of all Obligations; (ii) constituting a release, transfer, or sale of a lien or property if Borrower will certify to Administrative Agent that the release, transfer or sale is permitted under this Agreement or the other Loan Documents (and Administrative Agent may rely conclusively on any such certificate, without further inquiry); (iii) after foreclosure or other acquisition of title (1) for a purchase price of not less than ninety percent (90%) of the value indicated in the most recent appraisal of the collateral obtained by Administrative Agent made in accordance with regulations governing Administrative Agent, less any reduction indicated in the appraisal estimated by experts in such areas; or (2) if approved by the Required Lenders. (c) If all or any portion of the Loan Collateral is acquired by foreclosure or by deed in lieu of foreclosure, Administrative Agent shall take title to the Collateral in its name or by an Affiliate of Administrative Agent, but for the benefit of all Lenders in their Pro Rata Shares on the date of the foreclosure sale or recordation of the deed in lieu of foreclosure (the “Acquisition Date”). Administrative Agent and all Lenders hereby expressly waive and relinquish any right of partition with respect to any collateral so acquired. After any collateral is acquired, Administrative Agent shall appoint and retain one or more Persons (individually and collectively, “Property Manager”) experienced in the management, leasing, sale, and/or dispositions of similar properties. After consulting with the Property Manager, Administrative Agent shall prepare a written plan for completion of construction (if required), operation, management, improvement, maintenance, repair, sale, and disposition of the Loan collateral and a budget for the aforesaid, which may include a reasonable management fee payable to Administrative Agent (the “Business Plan”). Administrative Agent will deliver the Business Plan not later than the sixtieth (60th) day after the Acquisition Date to each Lender with a written request for approval of the Business Plan. If the Business Plan is approved by the Required Lenders, Administrative Agent and the Property Manager shall adhere to the Business Plan until a different Business Plan is approved by the Required Lenders. Administrative Agent may propose an amendment to the Business Plan as it deems appropriate, which shall also be subject to Required Lender approval. If the Business Plan (as may be amended) proposed by Administrative Agent is not approved by the Required Lenders, (or if sixty (60) days have elapsed following the Acquisition Date without a Business Plan being proposed by Administrative Agent), any Lender may propose an alternative Business Plan, which Administrative Agent shall submit to all Lenders for their approval. If an alternative Business Plan is approved by the Required Lenders, Administrative Agent may appoint one of the approving Lenders to implement the alternative Business Plan. Notwithstanding any other provision of this Agreement, unless in violation of an approved Business Plan or otherwise in an emergency situation, Administrative Agent shall, subject to subsection (a) of this Section, have the right but not the obligation to take any action in connection with the Loan collateral (including those with respect to property taxes, insurance premiums, operation, management, improvement, maintenance, repair, sale and disposition), or any portion thereof. (d) Upon request by Administrative Agent or Borrower at any time, Lenders will confirm in writing Administrative Agent’s authority to sell, transfer, or release any such liens of particular types or items of Loan collateral pursuant to this Section 9.16. In each case as specified Section; provided, however, that (i) Administrative Agent shall not be required to execute any document necessary to evidence such release, transfer or sale on terms that, in this Section 9.16Administrative Agent’s opinion, would expose Administrative Agent to liability or create any obligation or entail any consequence other than the transfer, release or sale without recourse, representation or warranty, and (ii) such transfer, release or sale shall not in any manner discharge, affect or impair the obligations of Borrower other than those expressly being released. (e) If only two (2) Lenders exist at the time Administrative Agent receives a purchase offer for Loan Collateral for which one of the Lenders does not consent within ten (10) Business Days after notification from Administrative Agent, the consenting Lender may offer (“Purchase Offer”) to purchase all of non-consenting Lender’s right, title, and interest in the collateral for a purchase price equal to non-consenting Lender’s Pro Rata Share of the net proceeds anticipated from such sale of such Collateral (as reasonably determined by Administrative Agent, including the undiscounted face principal amount of any purchase money obligation not payable at closing) (“Net Proceeds”). Within ten (10) Business Days thereafter the non-consenting Lender shall be deemed to have accepted such Purchase Offer unless the non-consenting Lender notifies Administrative Agent willthat it elects to purchase all of the consenting Lender’s right, at title, and interest in the Borrower’s expense, execute and deliver Collateral for a purchase price payable by the non-consenting Lender in an amount equal to the applicable Grantor such documents as such Grantor may reasonably request consenting Lender’s Pro Rata Share of the Net Proceeds. Any amount payable hereunder by a Lender shall be due on the earlier to evidence occur of the release closing of such item the sale of Collateral from the assignment and security interest granted under collateral or ninety (90) days after the Purchase Offer, regardless of whether the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.16has been sold.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks L/C Issuers irrevocably authorize the Administrative Agent and the Collateral Agent, at its option and in its discretion,: (a) to release any Guarantor from its obligations under the Collateral Documents if (i) such Person ceases to be a Subsidiary as a result of a transaction not prohibited hereunder, (ii) such Person is designated as an Immaterial Subsidiary or becomes an Excluded Subsidiary or (iii) if the conditions set forth in clause (b)(i) below are satisfied; provided that, if any Guarantor ceases to be a Wholly Owned Subsidiary and becomes an Excluded Subsidiary pursuant to clause (d) of the definition thereof, such Guarantor shall not be released from its obligations under the Collateral Documents, unless (x) the disposition that caused such Guarantor to become a Non-Wholly-Owned Subsidiary was consummated for bona fide business purposes and (y) after giving pro forma effect to such release and the consummation of the relevant transaction, the Borrower is deemed to have made a new Investment in such Person (as if such Person was then newly acquired) and such Investment is permitted hereunder (it being understood that this proviso shall not limit the release of any Guarantor that otherwise qualifies as Excluded Subsidiary for reasons other than clause (d) of the definition thereof); (b) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Credit Document (i) upon termination of the aggregate Aggregate Revolving Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations as to which no claim has been assertednot then due and payable and (B) obligations and liabilities under Swap Contracts and Treasury Management Agreements) and the expiration or termination of all Letters of Credit (unless cash-collateralizedor if any Letters of Credit shall remain outstanding, back-stopped or otherwise provided for in a manner upon (x) the cash collateralization of the Outstanding Amount of Letters of Credit (at 103% of the face amount of such Letters of Credit) on terms reasonably satisfactory to the Administrative Agent and applicable L/C Issuer or (y) the receipt by any applicable Issuing BankL/C Issuer of a backstop letter of credit (so long as such backstop letter of credit has a face amount of 103% of the face amount of such Letters of Credit) on terms reasonably satisfactory to such L/C Issuer or the making of other arrangements with respect thereto which are reasonably satisfactory to such L/C Issuer), (ii) thatto the extent such property was contributed as an Investment to a Person that is sold not a Credit Party in connection with an Investment not prohibited hereunder or otherwise disposed of is Disposed or to be sold or otherwise disposed of as part of or in connection with any sale sale, Disposition or other disposition permitted Dispositiondisposition, in each case, not prohibited hereunder or under any other Loan Credit Document (other than any such sale, Disposition or other Dispositiondisposition to a Person that is not a Grantor another Credit Party), or (iii) subject to Section 11.01, if approved, authorized or ratified in writing in accordance with Section 9.02; (ii) to release any Guarantor from its obligations under by the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material IndebtednessRequired Lenders; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Credit Document to the holder of any Lien on such property that is permitted by granted pursuant to Section 6.028.01(i). Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the authority of the Collateral Agent’s authority Agent to release any Lien or subordinate its interest in particular types or items property and of property, or the Administrative Agent to release any Guarantor from its obligations under the Guaranty Agreement hereunder pursuant to this Section 9.16. In each case as specified 10.10 in this Section 9.16, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance connection with the terms of the Loan Documents and this Section 9.16a transaction permitted hereunder.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (ia) to transfer or release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnification obligations as to which no claim has been assertedobligations) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing BankL/C Issuer shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or Document, (iii) subject to Section 12.01, if approved, authorized or ratified in writing in accordance with by Required Lenders, (iv) pursuant to the provisions of Section 9.025.10; or (v) after foreclosure or other acquisition of title if approved by Required Lenders; (iib) to release any Subsidiary Guarantor from its obligations under the any Subsidiary Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases be required to be a Subsidiary as a result Guarantor pursuant to the terms of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtednessthis Agreement; and (iiic) to subordinate if all or any Lien on any property granted to portion of the Collateral is acquired by foreclosure or held by the deed in lieu of foreclosure, Administrative Agent under any Loan Document shall take title to the holder Collateral in its name or by an Affiliate of Administrative Agent, but for the benefit of all Lenders in their Applicable Percentages on the date of the foreclosure sale or recordation of the deed in lieu of foreclosure. Administrative Agent and all Lenders hereby expressly waive and relinquish any Lien on such property that is permitted by Section 6.02right of partition with respect to any Collateral so acquired. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement executed by such Subsidiary Guarantor pursuant to this Section 9.16. In each case as specified in this Section 9.16, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.1611.10.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (ia) to release any Lien on any property Property of any Consolidated Party granted to or held by the Collateral Administrative Agent under any Loan Credit Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bankobligations), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition a Disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor by Section 7.05 or (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 9.02;by the Required Lenders; and (iib) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or (a) ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that , (b) no release shall occur if such Guarantor continues longer is required to be a guarantor Guarantor pursuant to Section 6.15, or (c) has been designated as an Excluded Subsidiary (in each case, a “Release”). Notwithstanding the foregoing, to the extent that following any such Release, any Real Property Asset owned by an otherwise to be released Guarantor that is obligated in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02outstanding recourse debt for Indebtedness shall not be deemed an Unencumbered Property hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or the Administrative Agent to release any Guarantor from its obligations under the Guaranty Agreement hereunder pursuant to this Section 9.169.11. In each case as specified in Upon the release of any Guarantor pursuant to this Section 9.169.11, the Collateral Administrative Agent will, at shall (to the Borrower’s expense, execute and extent applicable) deliver to the applicable Grantor Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documents documentation as such Grantor may is reasonably request necessary to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.16Credit Documents.

Collateral and Guaranty Matters. The Lenders and the Issuing Banks irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (ia) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which no claim has arrangements satisfactory to the Administrative Agent and the applicable Cash Management Bank of Hedge Bank shall have been assertedmade) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing BankL/C Issuer shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or Loan Party, (iii) that constitutes “Excluded Assets” (as such term is defined in the Security Agreement), (iv) if approved, authorized or ratified in writing in accordance with Section 9.02; 10.01 or (iiv) if the property subject to such Lien is owned by a Guarantor, upon the release any of such Guarantor from its obligations under the Guaranty Agreement pursuant to clause (d) below; (b) to release any Loan Party from its obligations under the applicable Collateral Documents if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; andunder the Loan Documents; (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.027.01(d); and (d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary or as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Indebtedness of the Borrower or any of its Subsidiaries. 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 prepared by any Loan 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. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor Loan Party from its obligations under the Guaranty Agreement applicable Collateral Documents pursuant to this Section 9.16Section. In each case as specified in this Section 9.16Section, the Collateral Administrative Agent willwill promptly upon the request of the Borrower (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, to execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest Liens granted under the applicable Collateral Documents or to subordinate its interest in such itemDocuments, or to release such Guarantor Loan Party from its obligations under the Guaranty Agreementand the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.16Section.

Collateral and Guaranty Matters. The Without limiting the provisions of Section 9.09, the Lenders and the Issuing Banks (including in their capacities as Hedge Providers) irrevocably authorize the Administrative Agent and the Collateral Agent, at its their option and in its their discretion, (ia) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bankobligations), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 9.02;by the Required Lenders; and (iib) Without limiting the provisions of Section 9.09, the Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction expressly permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by under the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02Documents. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.169.10. In each case as specified in this Section 9.16The 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 Collateral existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent will, at the Borrower’s expense, execute and deliver be responsible or liable to the applicable Grantor such documents as such Grantor may reasonably request Lenders for any failure to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents monitor or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 9.16Collateral.

Collateral and Guaranty Matters. The Lenders and Each of the Issuing Banks Secured Parties irrevocably authorize authorizes the Applicable Collateral Agent, at its option and in its discretion,Agent to (ia) to release any Lien on any property granted to or held by the such Collateral Agent under any Loan Security Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or (iii) if approved, authorized or ratified in writing in accordance with Section 9.02;2.04 or upon receipt of a certificate from an officer of the Company stating that the release of such Lien is not prohibited by the terms of each then extant Secured Credit Document, on which the Collateral Agent may conclusively rely; and (iib) to release any Guarantor Grantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition Collateral Documents upon receipt of a Guarantor or ceases to be a Subsidiary as a result certificate from an officer of a transaction permitted hereunder; provided the Company stating that no such release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held is not prohibited by the Administrative Agent under any Loan Document to the holder terms of any Lien each then extant Secured Credit Document, on such property that is permitted by Section 6.02. Upon request by which the Collateral Agent at may conclusively rely. The Applicable Collateral Agent shall not be responsible for the existence, genuineness or value of any time, the Required Lenders will confirm in writing of the Collateral Agent’s authority or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to release act on its part hereunder for the validity or sufficiency of the Collateral or any Lien agreement or subordinate its interest in particular types assignment contained therein, for insuring the Collateral or items for the payment of propertytaxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral; nor shall the Applicable Collateral Agent have any duty (i) to see to any recording, filing or depositing of any financing statement or continuation statement evidencing a security interest, or to release see to the maintenance of any Guarantor from its obligations under such recordings or filing or depositing or to any rerecording, refiling or redepositing of any thereof or (ii) to see to the Guaranty Agreement payment or discharge of any tax, assessment or other governmental charge or any lien or encumbrance of any kind; provided, however, that, without limiting the foregoing, pursuant to this Section 9.16. In 9-509(d)(i) of the UCC, each case Authorized Representative (as specified in this Section 9.16instructed by relevant Secured Parties), on behalf of itself and the relevant Secured Parties, irrevocably directs the Applicable Collateral Agent will, at to authorize the Borrower’s expense, execute and deliver filing by any Applicable Authorized Representative (but without imposing an obligation on such Applicable Authorized Representative to do so) of any amendment to any financing statement (which authorization is hereby deemed given by the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Applicable Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.16Agent).

Collateral and Guaranty Matters. The Except as otherwise provided in Section 9.02(b) with respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (or such other Lenders (or number or percentage of the Lenders) as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.02), consent to any modification, supplement or waiver under any of the Loan Documents; provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as otherwise provided in this Agreement or in the Security Documents) release all or substantially all of the Collateral or otherwise terminate all or substantially all of the Liens under the Security Documents, agree to additional obligations being secured by all or substantially all of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by such Security Document, in which event the Administrative Agent may consent to such junior Lien and the Issuing Banks documentation therefor, provided that, unless such junior Lien is permitted hereunder, the Required Lenders shall have consented thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Security Documents with respect to all or substantially all of such collateral, or release all or substantially all of the Guarantors under the Loan Documents from their Guarantee obligations thereunder; provided, further, that no such consent shall be required, and the Administrative Agent is hereby irrevocably authorize the Collateral Agentauthorized, at its option and in its sole discretion, , to release (or to confirm or further evidence the release of) (i) any Lien covering property (and to release any Lien on such Guarantor) that (x) is the subject of a disposition of property permitted hereunder, a disposition to which the Required Lenders have consented or the designation of any property granted such Guarantor as an Unrestricted Subsidiary pursuant to Section 5.09(d), (y) at such time constitutes Excluded Property or held Excluded Real Property, or (z) the release of which has been consented to by the Collateral Agent under any Loan Document such Lenders (i) upon termination or such number or percentage of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations Lenders) as to which no claim has been asserted) and the expiration shall be necessary, or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise provided for in a manner satisfactory to as the Administrative Agent and shall believe in good faith shall be necessary, under the applicable Issuing Bank)circumstances as provided in Section 9.02, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or (iii) if approved, authorized or ratified in writing in accordance with Section 9.02; (ii) to release any Guarantor Subsidiary from its obligations under the Guaranty Agreement Loan Documents in accordance with the terms of the applicable Loan Documents if such Person ceases to meet the definition of a Guarantor or ceases to be a Restricted Subsidiary or a Guarantor, as applicable, as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues under the Loan Documents or a designation pursuant to be a guarantor in respect of any other Material Indebtedness; and Section 5.09(d), and (iii) to subordinate any Lien on any property granted to or held by all of the Administrative Agent Liens under any the Loan Document to Documents and all of the holder Loan Parties from their obligations under the Loan Documents, in each case under this clause (iii) upon the occurrence of any Lien on such property that is permitted by Section 6.02the Release Date. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor Loan Party from its obligations under the Guaranty Agreement Loan Documents pursuant to this Section 9.168.08. In each case as specified in this Section 9.168.08, the Collateral Administrative Agent will, at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Grantor Loan Party such documents as such Grantor Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor Loan Party from its obligations under the Guaranty AgreementLoan Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.168.08. 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 prepared by any Loan 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. Notwithstanding anything contained herein to the contrary, upon the written request of GEO at any time, any existing Mortgage may be released so long as (i) the Borrowers shall continue to otherwise satisfy the Material Real Property NBV Threshold requirement (whether through existing Mortgages or by the designation of one or more replacement Material Real Properties and the delivery of new Mortgages on such replacement Material Real Properties), and (ii) the Material Real Property encumbered by such Mortgage does not have a net book value that exceeds the Material Real Property Threshold.