Common use of Collateral and Guaranty Matters Clause in Contracts

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made), (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Document to the holder of any Lien on such property that is permitted by Section 7.01(h). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. Each Without limiting the provisions of Section 10.09, each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Revolving Commitments and payment in full of all Finance the Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable provider thereof shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold or to be sold otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or any Recovery Event, or (Ciii) if approved, authorized or ratified in writing as approved in accordance with Section 10.0111.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h8.01(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 under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty, pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.1010.10. 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.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h5.02(a); (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 or if all of such Person’s assets are sold or liquidated as permitted under the terms of the Loan Documents and the proceeds thereof are distributed to the Borrower; and (d) to acquire, hold and enforce any and all Liens on Collateral granted by and of the Loan Parties to secure any of the Secured Obligations, together with such other powers and discretion as are reasonably incidental thereto. Upon request by the Administrative Agent at any time, the Required Lenders (acting on behalf of all the Lenders) will confirm in writing that the Administrative Agent’s and/or the Collateral Agent’s authority to release Liens or subordinate its interest the interests of the Secured Parties in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 Collateral7.11.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (c) to release on behalf of the Administrative Agent and the Lenders any Guarantor from its obligations under its Guaranty and under the other Loan Documents (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (iii) subject to Section 10.01, if approved, authorized or ratified in writing, by the Lenders required for such action. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties its Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 Collateral9.09.

Collateral and Guaranty Matters. Each Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of authorizes the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold transferred or to be sold transferred as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document Document, (iii) that is owned by a Person other than a Loan Party, including vessels under construction for third parties pursuant to a contract, that are held by a Loan Party as a bailee for such other Person, or (Civ) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by clause (ii) of Section 7.01(h7.01(f) or Section 7.01(i); and (c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In Notwithstanding the foregoing, the Administrative Agent, the Lenders and L/C Issuer acknowledge and agree that (x) in the event that any Subsidiary ceases to be a direct or indirect Subsidiary of the Borrower as a result of a transaction permitted by this Agreement, then such Subsidiary shall automatically be fully and finally released from its obligations hereunder without any further action of the Administrative Agent, the Lenders, or the L/C Issuer, and (y) upon the transfer of any Collateral to a Person that is not a Loan Party pursuant to a Disposition permitted by this Agreement, the Security Interest (as defined in the Security Agreement) and Liens as to any such Collateral granted by the Loan Documents shall be deemed to be released automatically without any further action of the Administrative Agent, the Lenders, or the L/C Issuer upon the consummation of such Disposition (it being understood and agreed, for the avoidance of doubt, that (A) Railcar Sales in the Ordinary Course of Business are transactions expressly permitted under the Loan Documents and that the Administrative Agent’s Security Interest (as defined in the Security Agreement) and Liens in any railcars (but not the proceeds thereof) shall be automatically released without any further action of the Administrative Agent, the Lenders, or the L/C Issuer in connection with any such Railcar Sales in the Ordinary Course of Business, and (B) upon the sale of a lease of railcars and all railcars that are Collateral that are subject to such lease pursuant to a Disposition permitted by this Agreement, the Administrative Agent’s Security Interest and Liens in such railcars and such lease (but not the proceeds thereof) shall be automatically released without any further action of the Administrative Agent, the Lenders, or the L/C Issuer), and, in each case as specified in this Section 9.10instance, the Administrative Agent shall promptly upon written request from the Borrower, and at the expense of the Borrower, take all necessary action to document the full and final release of such Loan Party or the Collateral AgentCollateral, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10Documents. 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 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. Each of the The Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank and a potential or Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property Collateral granted to or held by the Administrative Agent Agent, for the ratable benefit of itself and the Secured Parties, under any Loan Document (Ai) upon the termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Issuing Bank or Cash Management Bank, as applicable, shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 11.12(j), if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (iib) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such Collateral that is permitted by clauses (l), (q) and (r) of the definition of “Permitted Liens”; (c) to release any Guarantor Restricted Subsidiary from its obligations under the Guaranties Subsidiary Guaranty if such Person Restricted Subsidiary ceases to be a Subsidiary or becomes an Excluded Restricted Subsidiary as a result of a transaction permitted hereunder; and (iiid) to subordinate negotiate and enter into any Lien on necessary and customary intercreditor agreements with the holders of any property granted senior Indebtedness issued pursuant to the terms of Sections 2.14, 7.1(m) and/or 7.1(s). Notwithstanding anything in this Section or held by the Administrative Agent under any Finance other Loan Document to the holder contrary, in no event shall any Cash Collateral provided with respect to any Extended Letter of any Lien on such property that is permitted by Section 7.01(h)Credit be released without the prior written consent of the Issuing Bank. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor Restricted Subsidiary from its obligations under the Guaranties Subsidiary Guaranty pursuant to this Section 9.10Section. In each case as specified in this Section 9.10Notwithstanding the foregoing, the Administrative Agent or the Collateral Agentif any Subsidiary Guarantor ceases to be a Subsidiary, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 shall not be released from its obligations under the GuarantiesLoan Documents unless (i) the transaction or transactions that caused such Subsidiary Guarantor to cease to be a Subsidiary are entered into for a bona fide business purpose (as determined in good faith by the Borrower) and, in each case in accordance with for the terms avoidance of doubt, not for the primary purpose of causing such release, (ii) the portion of equity interests that caused such Subsidiary Guarantor to cease to be a Subsidiary were not transferred to an Affiliate of the Loan Documents Borrower (other than for purposes of a bona fide joint venture arrangement on terms that are not less favorable than arm’s-length terms) and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty (iii) after giving pro forma effect to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateralapplicable release, the existence, priority or perfection Borrower is deemed to have made a new Investment in such Person on the date of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party such release (as if such Person were not a Subsidiary Guarantor) in connection therewith, nor shall the Administrative Agent be responsible or liable an amount equal to the Lenders for any failure to monitor or maintain any portion of the Collateralfair market value (as determined in good faith by the Borrower) of the Borrower’s retained ownership interest in such Person and such Investment is permitted hereunder.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent to, and the Collateral Agent, at its or their option and in its or their discretion:Administrative Agent shall, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Revolving Commitments and payment in full of all Finance the Obligations (other than (xA) contingent indemnification obligations and (B) so long as the Administrative Agent has not exercised any remedies under this Agreement or any other Loan Document, the obligations in respect of Swap Contracts and Treasury Management Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold transferred or to be sold transferred as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document or any Recovery Event, or (Ciii) if approved, authorized or ratified in writing as approved in accordance with Section 10.0111.01; (iib) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h8.01(i); and (c) 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) upon termination of the Aggregate Revolving Commitments and payment in full of the Obligations (other than (A) contingent indemnification obligations and (B) so long as the Administrative Agent has not exercised any remedies under this Agreement or any other Loan Document, the obligations in respect of Swap Contracts and Treasury Management Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty, pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.1010.10. 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.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers The Credit Parties irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations for which no claim has been asserted) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing by the Applicable Lenders in accordance with Section 10.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h)clause (h) of the definition of Permitted Encumbrances; and (c) to release any Guarantor from its obligations under the Facility Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Applicable Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Facility Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the BorrowersLoan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such 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 GuarantiesFacility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. Each Without limiting the provisions of Section 10.09, each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, but subject to Section 11.20, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance the Obligations (other than (xA) contingent indemnification obligations and the expiration obligations, tax gross-up, expense reimbursement or termination of all Letters of Credit (other than Letters of Credit as to yield protection obligations, in each case, for which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have no claim has been made), made that is unsatisfied and (yB) obligations and liabilities under Secured Hedge Cash Management Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeAgreements), (Bii) that is sold or to be sold otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or Document, (Ciii) if approved, authorized or ratified in writing as approved in accordance with Section 10.0111.01, (iv) when such property is subject to Liens permitted under Section 8.02(e) (solely to the extent that the Administrative Agent’s Liens on such assets violate the terms of the documentation governing such Lien) and, to the extent relating to extensions, renewals or replacements of such Liens, Section 8.02(l) or Section 8.02(f) or (v) upon a Collateral and Guarantee Suspension Period; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h8.02(e); 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 under the Loan Documents, (ii) if such Person is designated an Unrestricted Subsidiary in accordance with Section 7.10(e) or (iii) during a Collateral and Guarantee Suspension Period. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty, pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.1010.10. 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.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document or Document, (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01, or (iv) by a Guarantor that is released pursuant to clause (b) below; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiic) to subordinate or release any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.03(f), (g), (n), (o), (p) or (r). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower's expense, execute and deliver to the applicable Loan Party such documents as such 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 GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. Each Without limiting the provisions of the Lenders Section 10.09, each Lender (including in its capacities as a potential Hedge Treasury Management Bank and a potential Cash Management Swap Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:discretion (subject to the below provisions of this Section 10.10): (ia) to release any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Revolving Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations that survive the termination of this Agreement and for which no claims have been asserted and (B) obligations and liabilities arising under Secured Treasury Management Agreements or Secured Swap Agreements as to which arrangements satisfactory to the applicable Treasury Management Bank or Swap Bank have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) 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 or any Involuntary Disposition, or (Ciii) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 10.0111.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h8.01(i); (c) 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 Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty, pursuant to this Section 9.1010.10. In each case as specified above in this Section 9.1010.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item items of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, items or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and under the circumstances set forth above in this Section 9.1010.10. 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.

Collateral and Guaranty Matters. Each of the (a) The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, each at its or their option and in its or their discretion:, (i) to release or subordinate any Lien on any property Collateral granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and Commitments, payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and termination or cash collateralization on terms acceptable to the expiration or termination applicable L/C Issuer of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeCredit), (Bii) that is sold transferred or to be sold transferred to a Person that is not a Loan Party as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document Document, any Involuntary Disposition or any sale, transfer or other disposition described in the definition of “Disposition,” (iii) pursuant to the Intercreditor Agreement or the Relative Rights Agreement or (Civ) if approved, authorized or ratified in writing as approved in accordance with Section 10.0111.01; (ii) (A) 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 Section 8.01 or (B) enter into any subordination agreement expressly permitted by Section 8.01(bb); (iii) to release any Guarantor or any Borrower (other than the Company) from its obligations under the Guaranties this Agreement, as permitted hereunder or if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder, subject in all cases to the definition of “Change of Control”; provided that in the case of the release of a Borrower (such Borrower, the “Released Borrower”) pursuant to this Section 10.11(a)(iii), each other ETMC Borrower or Legacy Borrower, as applicable, shall continue to be jointly and severally liable for the Obligations of the Released Borrower and the Guarantors shall continue to guarantee the Obligations of the Released Borrower; (iv) to assign the Liens on (i) the Capital Stock of the Tenant Subsidiaries and (ii) any assets or property of the Tenant Subsidiaries under Loan Documents to the Ventas Assignee upon the consummation of the Ventas Purchase Option and the Ventas Purchase Option Assignment; and (v) to assign the guarantees provided by the Tenant Subsidiaries to the Ventas Assignee upon consummation of the Ventas Purchase Option and the Ventas Purchase Option Assignment and release the Liens on the assets and properties of the Tenant Subsidiaries subject to the Ventas Asset Purchase upon consummation of the Ventas Asset Purchase. (b) The Administrative Agent and the Lenders appoint each Lender as agent (for the benefit of Secured Parties) for the purpose of perfecting Liens in any Collateral held or controlled by such Lender, to the extent such Liens are perfected by possession or control. If any Lender obtains possession or control of any Collateral, it shall notify the Administrative Agent thereof and, promptly upon the Administrative Agent’s request, deliver such Collateral to the Collateral Agent or otherwise deal with it in accordance with the Administrative Agent’s instructions. (c) The Administrative Agent shall promptly forward to each Lender, when complete, copies of any field audit, Field Exam or appraisal report prepared by or for Administrative Agent with respect to any Loan Party or Collateral (“Report”). Each Lender agrees (i) that neither Bank of America nor Administrative Agent makes any representation or warranty as to the accuracy or completeness of any Report, and shall not be liable for any information contained in or omitted from any Report; (ii) that the Reports are not intended to be comprehensive audits or examinations, and that Administrative Agent or any other Person performing any audit or examination will inspect only specific information regarding Obligations or the Collateral and will rely significantly upon Loan Parties’ books and records as well as upon representations of Loan Parties’ officers and employees; and (iii) to subordinate keep all Reports confidential and strictly for such Xxxxxx’s internal use, and not to distribute any Lien on Report (or the contents thereof) to any property granted Person (except to such Xxxxxx’s Participants, attorneys and accountants) or held by use any Report in any manner other than administration of the Loans and other Obligations. Each Lender agrees to indemnify and hold harmless the Administrative Agent under and any Finance Document other Person preparing a Report from any action such Lender may take as a result of or any conclusion it may draw from any Report, as well as from any claims arising as a direct or indirect result of Administrative Agent furnishing a Report to the holder of any Lien on such property that is permitted by Section 7.01(h)Lender. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or or the Collateral Agent’s ’s, as applicable, authority to release or subordinate its interest in particular types or items of propertyProperty, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.1010.11. In Notwithstanding anything to the contrary herein, each case as specified in this Section 9.10ETMC Lender acknowledges and agrees that upon the consummation of the Ventas Purchase Option and the Ventas Purchase Option Assignment, the Administrative Agent or Non-Ventas Purchase Option ABL Loans held by such ETMC Lenders shall no longer receive the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release benefit of such item of any 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 Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 CollateralTenant Subsidiaries.

Collateral and Guaranty Matters. Each Without limiting Section 10.09, each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:discretion to (and at the request of a Borrower, the Administrative Agent, shall): (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements 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 (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold Disposed of or to be sold Disposed of as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document to a Person that is not a Loan Party, (iii) that constitutes “Excluded Property” (as such term is defined in the Security Agreement), or (Civ) if approved, authorized or ratified in writing in accordance with Section 10.0111.01; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Restricted Subsidiary as a result of a transaction permitted hereunder; andunder the Loan Documents; (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (d) release the Parent Guaranty (as defined under and in the Existing Credit Agreement). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, property or to release any Guarantor (including any guaranty under the Parent Guaranty (as defined under and in the Existing Credit Agreement)) from its obligations under the Guaranties Guaranty, in each case, pursuant to this Section 9.1010.10. In each case as specified in this Section 9.1010.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 the Administrative Agent’s interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case case, in accordance with the terms of the Loan Documents and this Section 9.10. 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 Collateral10.10.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and ), the Swingline Lender, the L/C Issuers Issuer and the other Secured Parties irrevocably authorize either or both of the Administrative Agent to take the following actions, and the Collateral Agent, at its or their option and in its or their discretionAdministrative Agent hereby agrees to take such actions upon the Borrower’s request: (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements 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 (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent Agent, the Swingline Lender and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01;; and (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary Loan Party as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Document to the holder of any Lien on such property that is permitted by Section 7.01(h). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xcontingent indemnity obligations, L/C Obligations that are Cash Collateralized and Obligations in respect of Secured Treasury Management Agreements) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale permitted or other disposition not prohibited hereunder or under any other Loan Document or any Involuntary Disposition, or (Ciii) if approved, authorized or ratified in writing as approved in accordance with Section 10.0111.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h8.01(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 under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty, pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.1010.10. 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.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers The Credit Parties irrevocably authorize either or both of the Administrative Agent and the Collateral AgentAgents, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations for which no claim has been asserted) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 10.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h)clause (h) of the definition of Permitted Encumbrances; and (c) to release any Guarantor from its obligations under any Guarantee of the Obligations hereunder if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative any Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under any Guarantee of the Guaranties Obligations hereunder pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, Agents will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party Borrower such documents as such Loan Party the Borrower 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 any Guarantee of the GuarantiesObligations hereunder, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (ia) to release any Guarantor from its obligations under the Collateral Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder, or if the conditions set forth in clause (b)(i) below are satisfied; (b) to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Credit Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations not then due and payable and (B) obligations and liabilities under Swap Contracts and Treasury Management Agreements not then due and payable) and the expiration or termination of all Letters of Credit (other than or if any Letters of Credit as to which other arrangementsshall remain outstanding, including upon (x) the cash collateralization or backstopping, reasonably of the Outstanding Amount of Letters of Credit on terms satisfactory to the Administrative Agent and L/C Issuer or (y) the receipt by the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements Issuer of a backstop letter of credit on terms satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeAdministrative Agent and L/C Issuer), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Credit Document (other than any such sale to another Credit Party), or (Ciii) subject to Section 11.01, if approved, authorized or ratified in writing in accordance with Section 10.01; (ii) to release any Guarantor from its obligations under by the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunderRequired Lenders; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Finance Credit Document to the holder of any Lien on such property that is permitted by Section 7.01(h8.01(i). Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or authority of the Collateral Agent’s authority Agent to release 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 Guaranties hereunder pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 10.10 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 Collateralwith a transaction permitted hereunder.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Revolving Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (yB) obligations and liabilities under Secured Hedge Cash Management Agreements and Secured Cash Management Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank of Hedge Bank or Cash Management Bank, as applicable, shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document; (iii) in connection with the Release of Guarantors and Collateral provided in Section 6.12(b) or any release of Liens permitted by Section 6.12(c) or 6.12(d); and (Civ) if approved, authorized or ratified in writing in accordance with Section 10.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (c) to release any Guarantor from its obligations under the Guaranty if (i) such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (ii) in connection with any Release of Guarantors and Collateral provided in Section 6.12(b) or any release of Guarantors permitted by Section 6.12(c) or 6.12(d). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. Each Without limiting the provision of Section 9.09, the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers irrevocably direct authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements 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 (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made), (Bii) 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 Loan Party, (iii) that constitutes Excluded Property, or (Civ) if approved, authorized or ratified in writing in accordance with Section 10.0111.01; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Restricted Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. Each of the Lenders (including in its their capacities as a potential Hedge Bank Banks party to a Secured Hedge Agreement and a potential Cash Management BankBanks party to a Secured Cash Management Agreement) and the each L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and each of the Administrative Agent and the Collateral Agent shall to the extent requested by the Borrower Representative or, solely in its or their discretion:the case of clause (d) below, to the extent provided for under this Agreement, (ia) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeCollateralized), (Bii) that is sold sold, disposed of or distributed or to be sold sold, disposed of or distributed as part of or in connection with any sale transaction permitted hereunder or under any other Loan Document or Document, in each case to a Person that is not a Loan Party, (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01; by the Required Lenders or (iiiv) to owned by a Subsidiary Guarantor upon release any of such Subsidiary Guarantor from its obligations under the Guaranties if such Person ceases its Guaranty pursuant to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; 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 Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(e) (other than with respect to self-insurance arrangements), (f), (i), (m), (p), (s), (u), (w), (z), (aa), (bb), (dd), (ee), (ff), (hh) and (ll); (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 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 Specified Refinancing Debt, any Refinancing Notes, the Senior Notes, any New Incremental Notes and, to the extent incurred by a Loan Party, any Permitted Additional Debt; and (d) establish intercreditor arrangements as contemplated by this Agreement. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.109.11. In each case as specified in this Section 9.109.11, the Administrative applicable Agent or will (and each Lender irrevocably authorizes the Collateral Agent, as applicable, willapplicable Agent to), at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent 9.11; provided that the Borrowers shall not be responsible for or have a duty delivered 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 a certificate of a Responsible Officer of the CollateralBorrower Representative certifying that any such transaction has been consummated in compliance with this Agreement and the other Loan Documents.

Collateral and Guaranty Matters. Each of the (a) The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and Letters of Credit Cash Collateralized) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, have been Cash Collateralized on terms reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeIssuers), (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other the Loan Document Documents, or (C) subject to Section 10.10, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property Property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h6.12(f); 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 under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 9.14. (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 Loan Party Borrower or any 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.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Revolving Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations, tax gross up, expense reimbursement or yield protection obligations, in each case, for which no claim has been made and (B) obligations and liabilities under Secured Treasury Management Agreements and Secured Swap Contracts as to which arrangements satisfactory to the applicable provider thereof shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the Applicable L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold transferred or to be sold transferred (with the effectiveness of such release to be contingent upon consummation of such transaction) as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document or any Involuntary Disposition, or (Ciii) if approved, authorized or ratified in writing as approved in accordance with Section 10.0111.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h8.01(i); and (c) to release any Guarantor (other than the Parent) 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 Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty, pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 Collateral10.10.

Collateral and Guaranty Matters. (a) Each of the Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank and a potential or Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property Collateral granted to or held by the Administrative Agent Agent, for the ratable benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Aggregate Commitments Revolving Credit Commitment and payment in full of all Finance Secured Obligations (other than (x1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements 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 (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Issuing Bank or Cash Management Bank, as applicable, shall have been made), (B) 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 to a Person other than a Loan Party permitted hereunder or under any other the Loan Document Documents, or (C) if approved, authorized or ratified in writing in accordance with Section 10.019.02; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property Collateral granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on permitted pursuant to Section 6.02(d); and (iii) to release any Guarantor from its obligations under any Loan Documents if such property that is Person ceases to be a Subsidiary as a result of a transaction permitted by Section 7.01(h)under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Loan Party Guaranty pursuant to this Section 9.108.09. In each case as specified in this Section 9.108.09, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the GuarantiesLoan Party Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.108.09. 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 6.09 to a Person other than a Loan Party, the Liens created by any of the Collateral 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 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. Each Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities capacity as a potential Hedge Bank and a potential Cash Management Bank or a potential Hedge Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon the termination of the Aggregate Commitments Commitments, the termination of the Canadian Commitment and payment in full the repayment of all Finance other Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)hereunder, (Bii) that is sold or to be sold otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing as approved in accordance with Section 10.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(j); and (c) to release any Guarantor from its obligations under the US Guaranty, any Canadian Guarantee and the Contribution Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any US Guarantor or any Canadian Guarantor from its obligations under the Guaranties US Guaranty, any Canadian Guarantee and the Contribution Agreement pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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. The Administrative Agent agrees to release any US Guarantor or any Canadian Guarantor that ceases to be a Subsidiary as a result of a transaction permitted hereunder from its obligations under the US Guaranty, the applicable Canadian Guarantee and the Contribution Agreement; provided that (i) the Administrative Agent shall have received all confirmations of authority, if any, requested pursuant to this Section 9.10with respect to such release, (ii) at the time of such release, no Default shall exist or would result from such release, and (iii) after giving effect to such release, the US Borrower shall be in compliance with all of the terms and provisions of Section 6.12 without giving effect to the 30 day grace period to perform the terms and provisions thereof. The Administrative Agent agrees to release any Liens on any Collateral disposed of as expressly permitted by Section 7.05 to any Person other than a Loan Party, and agrees that any such Collateral so disposed of shall be sold free and clear of the Liens created by the Loan Documents; provided that the Administrative Agent shall have received all confirmations of authority, if any, requested pursuant to this Section 9.10 with respect to such release.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeobligations), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (c) to release on behalf of the Administrative Agent and the Lenders any Guarantor from its obligations under its Guaranty and under the other Loan Documents (i) upon termination of the Aggregate Term Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (iii) subject to Section 10.01, if approved, authorized or ratified in writing, by the Lenders required for such action. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties its Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 Collateral9.09.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments (including any contingent commitments related to any Convertible Term A Prepaid Principal) and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank of Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01; (iib) to release any Guarantor Borrower (other than the Principal Borrower) from its obligations under the Guaranties hereunder if such Person ceases to be required to be a Subsidiary or becomes an Excluded Subsidiary Borrower hereunder pursuant to the terms hereof and as a result of a transaction permitted hereunder; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h)7.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor a Borrower from its obligations under the Guaranties hereunder pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party Borrower such documents as such Loan Party Borrower 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 Borrower from its obligations under the Guarantieshereunder, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Banki) and the L/C Issuers The Secured Parties irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ax) upon termination of the Aggregate all Loan Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers applicable Issuing Lender shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as made pursuant to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeSubsection 1.16), (By) 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, or (Cz) subject to Subsection 9.2, if approved, authorized or ratified in writing in accordance with Section 10.01by the Requisite Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on Permitted Encumbrance; and (c) to release any Guarantor from its obligations under the Guaranty if such property that is Person ceases to be a Subsidiary as a result of a transaction permitted by Section 7.01(h)under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Requisite Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Subsection 8.2(K). (ii) 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. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01; (iib) to release any Guarantor from its obligations under the Guaranties U.K. Guaranty or the Domestic Guaranty, as the case may be, if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiic) to subordinate or release any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i) or 7.01(j). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties U.K. Guaranty or the Domestic Guaranty, as the case may be, pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the GuarantiesU.K. Guaranty or the Domestic Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. (a) Each of the Lenders (including in its capacities as a potential Hedge Bank and a or potential Cash Management BankBank Product Lender) and the L/C Issuers Issuing Lender irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (i) to release any Lien on any property granted to or held by the Administrative Agent (for the benefit of the Secured Parties) under any Loan Document (Ax) upon termination of the Aggregate all Commitments and payment in full of all Finance Secured Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the Agent and the applicable Hedge Bank or Cash Management Bank, as applicable, Issuing Lender shall have been made), (By) 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, or (Cz) subject to Section 11.2, if approved, authorized or ratified in writing in accordance with Section 10.01by the Requisite Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent (for the benefit of the Secured Parties) under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h6.9(g); and (iii) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if such Person ceases to be a Subsidiary Guarantor as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Requisite Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.1010.10. In each case as specified in this Section 9.1010.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party Borrower or any Subsidiary Guarantor, as applicable, such documents as Borrower or such Loan Party Subsidiary Guarantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents Security Agreements or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the GuarantiesSubsidiary Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 10.10. (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 existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower or any Loan Party Subsidiary 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.

Collateral and Guaranty Matters. Each of the (a) The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (B) that is sold transferred or to be sold transferred as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document or any Involuntary Disposition, or (C) if approved, authorized or ratified in writing as approved in accordance with Section 10.0111.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property Property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property Property that is permitted by Section 7.01(h8.03(c); and Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Property, or to release any Guarantor from its obligations under the Guaranty, pursuant to this Section 10.10. (b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, 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 Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 Collateral10.10.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or 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 (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)without any pending drawing thereon, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 9.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h5.02(a); (c) to release the Borrower or 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 or if all of such Person’s assets are sold or liquidated as permitted under the terms of the Loan Documents and the proceeds thereof are distributed to the Borrower; and (d) to acquire, hold and enforce any and all Liens on Collateral granted by and of the Loan Parties to secure any of the Secured Obligations, together with such other powers and discretion as are reasonably incidental thereto. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders (acting on behalf of all the Lenders) will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release Liens or subordinate its interest the interests of the Secured Parties in particular types or items of property, or to release the Borrower or any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 Collateral7.11.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Facility Termination Date, (Bii) 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, or (Ciii) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 10.0111.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); (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 under the Loan Documents; and (d) to (i) hold Liens created under any Collateral Document governed by the laws of Mauritius (including, without limitation, the Fabrinet Mauritius Share Pledge) and (ii) the other rights resulting from any such Collateral Document governed by the laws of Mauritius (including all proceeds of realization), in trust for the benefit of the Secured Parties pursuant to the terms of this Agreement. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Facility Termination Date, (Bii) 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, or (Ciii) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 10.01;11.01; [***] 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. (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); (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 under the Loan Documents or if such person becomes an Excluded Subsidiary; (d) to release any Lien on the assets or Equity Interests of a Subsidiary that becomes an Excluded Subsidiary. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. Each Without limiting Section 10.09, each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:discretion to (and at the request of a Borrower, the Administrative Agent, shall): (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements 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 (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold Disposed of or to be sold Disposed of as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document to a Person that is not a Loan Party, (iii) that constitutes “Excluded Property” (as such term is defined in the Security Agreement), or (Civ) if approved, authorized or ratified in writing in accordance with Section 10.0111.01; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Restricted Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty or to release the Parent Guarantor from its obligations under the Parent Guaranty, in each case, pursuant to this Section 9.1010.10. In each case as specified in this Section 9.1010.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 the Administrative Agent’s interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty or to release the Parent Guarantor from its obligations under the Parent Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 Collateral10.10.

Collateral and Guaranty Matters. (a) Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both authorizes each of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (i) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (Ax) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeobligations), (By) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document or (Cz) if approved, authorized or ratified in writing in accordance with Section 10.01;11.01; and (ii) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Document to the holder of any Lien on such property that is permitted by Section 7.01(h). Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or or the Collateral Agent’s authority authority, as the case may be, to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.109.10(a). In each case as specified in this Section 9.109.10(a), the Administrative Agent or and the Collateral Agent, as applicable, Agent will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral collateral from the assignment and security interest granted under the Collateral Documents Pledge Agreement or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for 9.10(a). (b) Notwithstanding anything herein or have a duty to ascertain or inquire into in any representation or warranty regarding the existenceother Loan Document, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared the Collateral Agent and the Lenders hereby agree that the maximum amount of Obligations that is secured by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable Pledge Agreement is limited to the Lenders for any failure amount equal to monitor or maintain any portion (a) 10% of the CollateralConsolidated Net Worth of Springleaf (as defined in and calculated in accordance with, the Existing Indenture as in effect on the Restatement Effective Date) less (b) the aggregate principal amount of Indebtedness secured by Liens on assets of Springleaf and its Subsidiaries as shown on Schedule 9.10 of the Disclosure Letter (such amount, the “Consolidated Net Worth Basket”).

Collateral and Guaranty Matters. Each Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made to the extent not expressly provided in the Secured Hedge Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold or pursuant to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Section 9.11, or (Ciii) subject to Section 11.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (iib) to release any Guarantor from its obligations under the Guaranties if such Person ceases Guaranty, Security Agreement, and Pledge Agreement pursuant to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunderSection 9.11; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h)hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty and Security Agreement pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the GuarantiesGuaranty and Security Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Swap Bank and a potential Cash Treasury Management Bank) and the L/C Issuers Issuer irrevocably authorize either agree: (a) that any Lien on any Collateral granted to or both of held by the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: under any Loan Document shall be automatically released (i) upon termination of the Aggregate Revolving Commitments and payment in full of all Obligations under the Loan Documents (other than in respect of unasserted indemnification and expense reimbursement contingent indemnification obligations that survive the termination of this Agreement or obligations and liabilities under any Secured Swap Agreement or Secured Treasury Management Agreement, in each case, not yet due and payable) and the expiration or termination of all Letters of Credit, (ii) in connection with any disposition of such Collateral permitted hereunder or under any other Loan Document, or (iii) as approved, authorized or ratified in accordance with Section 11.01; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made), (B) holder of any Lien on such property that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with by Section 10.018.01(i); (iic) to release any Guarantor from subordinate, and authorize the Administrative Agent, at its obligations under the Guaranties if such Person ceases option and in its discretion, to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate subordinate, any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h8.01(i); and (d) any Guarantor shall be automatically released from its obligations under the Guaranty and this Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty, pursuant to this Section 9.1010.10. In each case as specified in this Section 9.10, Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the Collateral AgentL/C Issuer any plan of reorganization, as applicablearrangement, will, at adjustment or composition affecting the Borrowers’ expense, execute and deliver to Obligations or the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release rights of such item of Collateral from the assignment and security interest granted under the Collateral Documents any Lender or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 authorize the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion vote in respect of the Collateralclaim of any Lender in any such proceeding.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:; (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) subject to Section 9.11, obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) subject to Section 9.11, obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) or (iii) if approved, authorized or ratified in writing in accordance with Section 10.01; (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and; (iiid) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); (e) notwithstanding anything contained herein or in the other Loan Documents to the contrary, to release all Collateral (exclusive of Cash Collateral and all guarantees) upon the satisfaction of the following conditions: (i) no Default shall have occurred and be continuing at the time of the proposed release; (ii) the Borrower’s Consolidated Leverage Ratio shall be 2.50 to 1.00 or less for at least two (2) consecutive fiscal quarters; and (iii) the aggregate amount of outstanding Term Loans shall be less than $100,000,000. The Administrative Agent and the Lenders agree that the Collateral shall be released upon the satisfaction of the conditions set forth in Section 9.10(e) above; provided, that if, following any such release, the Borrower’s Consolidated Leverage Ratio shall be greater than 2.50 to 1.00 for two (2) consecutive fiscal quarters, then, at the Borrowers expense, all Collateral released in accordance with the foregoing shall be provided by the Borrower and the Loan Parties as collateral security on the terms and conditions set forth in the Collateral Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Bank and Cash Management Bank, a potential Cash Management Hedge Bank, a potential Secured Facility Bank or an Existing Guaranty Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of on the date on which all Obligations (including any then due and owing indemnity obligations hereunder but excluding any Ancillary Obligations) shall be indefeasibly paid in full in cash (or cash collateralized on reasonably satisfactory terms), and the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers hereunder shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)terminated, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document or Document, (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01;, or (iv) otherwise in accordance with Section 6.11(e). (iib) to release any Subsidiary Guarantor from its obligations under the Guaranties any Subsidiary Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranties any Subsidiary Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Company’s expense, execute and deliver to the applicable Loan Party such documents as such 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 Guarantiesany Subsidiary Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. Each of the Lenders (including in its their capacities as a potential Hedge Bank Banks party to a Secured Hedge Agreement and a potential Cash Management BankBanks party to a Secured Cash Management Agreement) and the each L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and each of the Administrative Agent and the Collateral Agent shall to the extent requested by the Borrower Representative or, solely in its or their discretion:the case of clause (d) below, to the extent provided for under this Agreement, (ia) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeCollateralized), (Bii) that is sold sold, disposed of or distributed or to be sold sold, disposed of or distributed as part of or in connection with any sale transaction permitted hereunder or under any other Loan Document or Document, in each case to a Person that is not a Loan Party, (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01; by the Required Lenders, (iiiv) to that constitutes Excluded Property as a result of an occurrence not prohibited hereunder or (v) owned by a Subsidiary Guarantor upon release any of such Subsidiary Guarantor from its obligations under the Guaranties if such Person ceases its Guaranty pursuant to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; 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 Finance Loan Document to the holder of any Permitted Lien on such property that is permitted by clauses (1), (4), (6) (only with regard to clause 7.01(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), (26) (solely to the extent the Lien of the Collateral Agent on such property is not, pursuant to such agreements, permitted or permitted to be senior to or pari passu with such Liens), (29) (solely with respect to cash deposits), (34) 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 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 Specified Refinancing Debt, any Refinancing Notes, the Senior Notes and any New Incremental Notes and, to the extent incurred by a Loan Party, any Indebtedness permitted by Section 7.01(h)7.01; and (d) establish intercreditor arrangements as contemplated by this Agreement. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.109.11. In each case as specified in this Section 9.109.11, the Administrative applicable Agent or will (and each Lender irrevocably authorizes the Collateral Agent, as applicable, willapplicable Agent to), at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent 9.11; provided that the Borrowers shall not be responsible for or have a duty delivered 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 a certificate of a Responsible Officer of the CollateralBorrower Representative certifying that any such transaction has been consummated in compliance with this Agreement and the other Loan Documents.

Collateral and Guaranty Matters. (a) Each of the Lenders (including in its capacities or on behalf of any of its Affiliates in its capacity as a potential Hedge Bank and a potential or Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property Collateral granted to or held by the Administrative Agent or the Collateral Agent, for the ratable benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Aggregate Commitments and payment in full of all Finance Secured Obligations (other than (x1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements 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 (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuing Lender shall have been made), (B) that is sold Disposed of or to be sold Disposed of as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document Document, or (C) if approved, authorized or ratified in writing in accordance with Section 10.0111.2; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien permitted by Section 8.3(d); and (iii) to release any Guarantor from its obligations under the Guaranties any Loan Documents if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by under the Administrative Agent under any Finance Document to the holder of any Lien on such property that is permitted by Section 7.01(h)Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the or Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty Agreement pursuant to this Section 9.1010.9. In each case as specified in this Section 9.1010.9, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such 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 GuarantiesGuaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.1010.9. 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 this Agreement, 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 and 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 Administrative 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 any Lender or the Lenders Issuing Lender for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xUnmatured Surviving Obligations) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including unless cash collateralization or backstopping, collateralized in a manner reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeIssuer), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty and its properties from any Lien under any Loan Document if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. Each of The Agent shall, and the Lenders and the Issuers (including in its capacities capacity as a potential Hedge Bank and counterparty to a potential Rate Swap Document or Cash Management BankAgreement) and the L/C Issuers irrevocably authorize either or both the Agent to, at the sole cost and expense of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretionBorrower: (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Revolving Commitments and payment in full in cash of all Finance Obligations (other than (x) contingent indemnification obligations obligations, and any Obligations arising under any Rate Swap Document or Cash Management Agreement) and the expiration or termination of all Letters of Credit (other than Supported Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeCredit), (Bii) that is sold disposed of or to be sold disposed of as part of or in connection with any sale disposition or investment permitted hereunder or under any other Loan Document or to a Person that is not a Loan Party, (Ciii) subject to Section 11.01, if approved, authorized or ratified in writing in accordance with by the Required Lenders or (iv) constituting Equity Interests of a Person that has been released as a Guarantor pursuant to Section 10.0110.10(c)(i) below; (iib) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h8.01(i); and (c) release any Guarantor from its obligations under the Security Agreement if (i) such Person ceases to be a Subsidiary of the Borrower as a result of a transaction permitted under the Loan Documents or (ii) if such Person becomes an Excluded Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Security Agreement pursuant to this Section 9.1010.10. In each case For the avoidance of doubt, the Agent may rely conclusively, as specified to any of the matters described in this Section 9.1010.10 (including as to its authority hereunder), the Administrative Agent on a certificate or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver similar instrument provided to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 it by any Loan Party in connection therewithwithout further inquiry or investigation, nor which certificate shall the Administrative Agent be responsible or liable delivered to the Lenders for any failure to monitor or maintain any portion of Agent by the CollateralLoan Parties upon request.

Collateral and Guaranty Matters. Each Without limiting the provisions of the Lenders Section 10.09, each Lender (including in its capacities as a potential Hedge Treasury Management Bank and a potential Cash Management Swap Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Revolving Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) 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 or any Involuntary Disposition, or (Ciii) if approved, authorized or ratified in writing as approved in accordance with Section 10.0111.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h8.01(i); (c) to execute and deliver one or more lien priority agreements in connection with the Company’s or a Subsidiary’s participation in a customer’s supplier financing program permitted hereunder; and (d) 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 under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty, pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.1010.10. 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.

Collateral and Guaranty Matters. Each Without limiting the provisions of Section 9.08, each of the Lenders (including in its capacities as a Lender, potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments Total Commitment and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and obligations and liabilities under Secured Cash Management Agreements, or Secured Hedge Agreements 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 (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) 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 Loan Party, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01; (iib) to release any Subsidiary Guarantor (or any Holding Company Guarantor that is a Subsidiary of FRI) from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary (or becomes an Excluded a Subsidiary of FRI, as applicable) as a result of a transaction permitted hereunderunder the Loan Documents; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.02(i). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.109.09. In each case as specified in this Section 9.109.09, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Company’s expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.109.09. 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. Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank of Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit and Bankers’ Acceptances (other than Letters of Credit and Bankers’ Acceptances as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that either is sold or to be sold as part of or in connection with any sale or Disposition permitted hereunder or under any other Loan Document (including, without limitation, as a result of an Investment permitted to be made hereunder), or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i) or 7.01(k); 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 Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. (a) Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of authorizes the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property Collateral granted to or held by the Administrative Agent Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeobligations), (B) that is sold or to be sold 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, or (C) if approved, authorized or ratified in writing in accordance with Section 10.0110.2; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property Collateral granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on permitted pursuant to Section 7.2(h) or 7.2(p) in accordance with the terms of the Intercreditor Agreements; and (iii) to release any Subsidiary Guarantor from its obligations under any Loan Documents (A) if such property that Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents or (B) except after the occurrence and during the continuance of a Default or Event of Default, if such Person is permitted a Foreign Subsidiary and the guaranty by Section 7.01(h)(or pledge of any of the assets or Equity Interests (other than up to sixty-five percent (65%) of the voting Equity Interests and one hundred percent (100%) of the non-voting Equity Interests of a First Tier Foreign Subsidiary) of) such Foreign Subsidiary results in a material adverse tax consequence for the Borrower or results in a violation of Applicable Laws. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranties Guaranty and Security Agreement pursuant to this Section 9.109.9. In each case as specified in this Section 9.109.9, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expenseBorrower’s expense and upon delivery by the Borrower to the Administrative Agent of an officer’s certificate from a Responsible Officer certifying that such release complies with this Section 9.9, execute and deliver to the applicable Loan Credit Party such documents as such Loan 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 Guarantor from its obligations under the GuarantiesGuaranty and Security Agreement, in each case case, in accordance with the terms of the Loan Documents and this Section 9.109.9. 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 7.5, 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 Loan 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. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral each Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent Agents under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent Agents under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (c) to release any Guarantor from its obligations under the Guaranty and Collateral Agreement if such Person ceases to be a Subsidiary of the Borrower (or in the case of Finance Co, a Subsidiary of Parent) as a result of a transaction permitted hereunder. Upon request by the Administrative either Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty and Collateral Agreement pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such 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 Guarantiesguaranty contained in the Guaranty and Collateral Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Neither the Administrative Agent nor 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 Administrative 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.

Collateral and Guaranty Matters. Each Without limiting the provisions of Section 9.09, the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements 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 (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with by the Required Lenders or, to the extent such release is of all or substantially all of the Collateral, all the Lenders as required by Section 10.0110.01(h); (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and 142 ‌ DB3/ 201344542.8 ​ ​ ​ (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 Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ ' expense, execute and deliver to the applicable Loan Party such documents as such 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 GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 9.10 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 '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. Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and; (iiic) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.03(d). Upon request by ; (d) to amend the Administrative Agent at any time, Security Agreement on the Required Lenders will confirm Restatement Effective Date in writing the Administrative Agent’s and/or the Collateral Agent’s authority form of Exhibit I; and (e) to release or subordinate its interest the Mortgages on the Mortgaged Properties in particular types or items of propertythe following locations: 1. 0000 Xxxxx Xxx, or to release any Guarantor from its obligations under the Guaranties pursuant to this Section 9.10Xxxxxx, XX 2. In each case as specified in this Section 9.100000 Xxxxxx X, the Administrative Agent or the Collateral AgentSparks, as applicableNV 3. 0000 Xxxxxxx Xx, willXxxxxxxxxxxx, at the Borrowers’ expenseXX 4. 0000 000xx Xxx X, execute and deliver to the applicable Loan Party such documents as such 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 itemXxxxxx, or to release such Guarantor from its obligations under the GuarantiesWA 5. Nuevo Laredo, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.Mexico

Collateral and Guaranty Matters. Each Without limitation of Section 9.10, each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Bank) and counterparty to a Swap Contract), the L/C Issuers and the Australian Administrative Agent irrevocably authorize either or both of the Administrative Agent and the Collateral each Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent or the Australian Collateral Agent (as applicable) under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or otherwise disposed of 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 Loan Party, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent or the Australian Collateral Agent (as applicable) under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (c) to release any Subsidiary Guarantor from its obligations under any Guaranty and Collateral Agreement, if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative any Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority of such Agent to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranties any Guaranty and Collateral Agreement pursuant to this Section 9.109.11. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative No 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 CollateralCollateral (or any portion thereof), the existence, priority or perfection of the Administrative Agent’s or the Australian Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative any 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) Each of the Lenders and the other Secured Parties (including each Lender in its capacities capacity as a potential Hedge Bank and a potential Cash Swap Lender and/or Treasury Management Bank) Party), and the L/C Issuers Issuing Bank, irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ax) upon termination of all of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Issuing Bank or Cash Management Bank, as applicable, shall have been made), (By) 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, or (Cz) subject to Section 12.02, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h)9.03; and (iii) to release any Guarantor (other than the Borrower) from its obligations under the Guaranty Agreement if such Person ceases to be a Subsidiary of the Parent as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty Agreement pursuant to this Section 9.10Article XI. In each case as specified in this Section 9.1011.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such 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 Security Instruments or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 11.10. (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 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) Each of Bank (and any other Person for which the Lenders (Administrative Agent may be acting under the Loan Documents, including each Bank in its capacities capacity as a potential Hedge Bank and a potential or Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of authorizes the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Aggregate all Commitments and payment in full of all Finance Guaranteed Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (yapplicable Issuing Bank(s) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made), (B) 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 or (C) subject to Section 10.2, if approved, authorized or ratified in writing in accordance with Section 10.01;by the Requisite Banks; and (ii) to release any Guarantor Subsidiary from its obligations under the Guaranties Master Subsidiary Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Guarantor Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by under the Administrative Agent under any Finance Document to the holder of any Lien on such property that is permitted by Section 7.01(h)Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders Requisite Banks will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor Subsidiary from its obligations under the Guaranties Master Subsidiary Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 9. (b) The Administrative Agent shall not be responsible for for, or have a duty to ascertain or inquire into into, any representation or warranty regarding the existence, value or collectability of the Collateralany collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, thereon or any certificate prepared by the Borrower or any Loan Party Guarantor Subsidiary in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders Banks for any failure to monitor or maintain any portion of the Collateralcollateral.

Collateral and Guaranty Matters. Each Without limiting the provisions of Section 10.09, each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of at such time as the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Fully Satisfied, (Bii) that is sold transferred or to be sold transferred as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document or any Involuntary Disposition, or (Ciii) if approved, authorized or ratified in writing as approved in accordance with Section 10.0111.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h8.02(f); 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 Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty, pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.1010.10. 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.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and each of the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Secured Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank of Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold or Disposed of or to be sold or Disposed of as part of or in connection with any sale or Disposition permitted hereunder or under any other Loan Document (other than such sale to another Loan Party), or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; andhereunder or becomes an Unrestricted Subsidiary; (iiic) to subordinate or release any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i) or the proviso in the first sentence of Section 7.01 (to the extent such Lien permitted by such proviso secures Indebtedness of the type described in Section 7.02(g)) (it being understood that the incurrence of Junior Liens is not a subordination or release of any other Lien); and (d) in connection with the incurrence of Junior Liens pursuant to the proviso in the first sentence of Section 7.01 or Section 7.01(jj), if the Borrower requests that the Administrative Agent on behalf of the Secured Parties enter into an intercreditor agreement on terms that the Administrative Agent deems appropriate in its sole discretion, to enter into such intercreditor agreement and if such intercreditor agreement is posted to the Lenders three Business Days before being executed and the Required Lenders shall not have objected to such intercreditor agreement within such three Business Day-period, the Required Lenders shall be deemed to have consented to such intercreditor agreement and the Administrative Agent’s execution thereof. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expenseBorrower’s expense and upon receipt of any certifications reasonably requested by the Administrative Agent in connection therewith, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 Collateral9.11.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or 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 (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeobligations), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 9.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h5.02(a); (c) to release the Borrower or 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 or if all of such Person’s assets are sold or liquidated as permitted under the terms of the Loan Documents and the proceeds thereof are distributed to the Borrower; and (d) to acquire, hold and enforce any and all Liens on Collateral granted by and of the Loan Parties to secure any of the Secured Obligations, together with such other powers and discretion as are reasonably incidental thereto. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders (acting on behalf of all the Lenders) will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release Liens or subordinate its interest the interests of the Secured Parties in particular types or items of property, or to release the Borrower or any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 Collateral7.11.

Collateral and Guaranty Matters. Each Without limiting the provisions of Section 9.09, the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, Bank of America/BJ’s Restaurants, Inc./Amended and Restated Credit Agreement (9-3-14.3) (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the affected L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) 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, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(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 under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 Collateralcollateral, 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 Collateralcollateral.

Collateral and Guaranty Matters. Each (a) Subject to the provisions of Section 8.14(b), the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuing Bank irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (i) to release or direct the Collateral Agent to release any Lien on any property granted to or held by the Collateral Agent or the Administrative Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.019.02; (ii) to release any Guarantor Loan Party from its obligations under the Guaranties Loan Documents if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h)6.02. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or or the Collateral Agent’s authority authority, as applicable, to release or subordinate its interest in particular types or items of property, or to release any Guarantor Loan Party from its obligations under the Guaranties Loan Documents pursuant to this Section 9.108.15. In each case as specified in this Section 9.108.15, the Administrative Agent or and the Collateral Agent, as applicable, Agent will, at the Borrowers’ Company’s expense, execute and deliver to the applicable Loan Party such documents as such 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 Loan Party from its obligations under the GuarantiesLoan Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 Collateral8.15.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements 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 (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold Disposed or to be sold Disposed as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(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, or if such Person becomes an Immaterial Subsidiary after the date hereof. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. Each Without limiting the provision of Section 9.09, each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both each of the Administrative Agent and the Collateral Agent, at its or their option and in its or 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 (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Second Lien Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeand), (Bii) 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 or to a Person that is not a Loan Party, (Ciii) that constitutes Excluded Property, (iv) if approved, authorized or ratified in writing in accordance with Section 10.0110.01 or (v) if the property subject to such Lien is owned by a Guarantor, upon the release of such Guarantor, from its obligations under its Guaranty pursuant to clause (b) below; (iib) to release any Subsidiary Guarantor from its obligations under the Guaranties Guaranty if such Person becomes an Excluded Subsidiary or ceases to be a Subsidiary or becomes an Excluded Restricted Subsidiary as a result of a transaction permitted hereunder; andunder the Loan Documents; (iiic) to subordinate or release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i) or 7.01(ii) or, in the case of subordination only, Section 7.01(q). Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. (a) Each of the Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank and a potential or Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property Collateral granted to or held by the Administrative Agent Agent, for the ratable benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Aggregate Commitments Revolving Credit Commitment and payment in full of all Finance Secured Obligations (other than (x1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements 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 (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuing Lender shall have been made), (B) 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, or (C) if approved, authorized or ratified in writing in accordance with Section 10.0112.2; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property Collateral granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on permitted pursuant to Section 9.2(h); and (iii) to release any Subsidiary Guarantor from its obligations under any Loan Documents if such property that is Person ceases to be a Subsidiary as a result of a transaction permitted by Section 7.01(h)under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranties its applicable Guaranty to which it is a party or other relevant Loan Document pursuant to this Section 9.1011.9. In each case as specified in this Section 9.1011.9, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan 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 Guarantiesapplicable Guaranty to which it is a party or other relevant Loan Document, in each case in accordance with the terms of the Loan Documents and this Section 9.1011.9. 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, 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 Loan 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. Each of The Lenders irrevocably authorize the Lenders (including Administrative Agent, at its option and in its capacities as a potential Hedge Bank and a potential Cash Management Bankdiscretion, (a) and the L/C Issuers irrevocably authorize either or both to release on behalf of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release Lenders any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or otherwise conveyed or to be sold or otherwise conveyed as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Lenders required for such action; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate on behalf of the Administrative Agent and the Lenders any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(e); and (c) to release on behalf of the Administrative Agent and the Lenders any Guarantor from its obligations under the Guaranty and under the other Loan Documents (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (iii) subject to Section 10.01, if approved, authorized or ratified in writing, by the Lenders required for such action. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 Collateral9.11.

Collateral and Guaranty Matters. Each of the The Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank and a potential or Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property Collateral granted to or held by the Administrative Agent Agent, for the ratable benefit of itself and the Lenders, under any Loan Document (Ai) upon the termination of the Aggregate Commitments Revolving Credit Commitment and payment in full of all Finance Obligations (other than (x1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements 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 (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 11.12(j), if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; and (b) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such Collateral that is permitted by clause (l) of the definition of “Permitted Liens”; (iic) to release any Guarantor Restricted Subsidiary from its obligations under the Guaranties Subsidiary Guaranty if such Person Restricted Subsidiary ceases to be a Subsidiary or becomes an Excluded Restricted Subsidiary as a result of a transaction permitted hereunder; and (iiid) to subordinate negotiate and enter into (i) any Lien on necessary and customary intercreditor agreements with the holders of any property granted to or held by the Administrative Agent under any Finance Document senior Indebtedness issued pursuant to the holder terms of Section 2.14 and/or 7.1(m) and (ii) the Intercreditor Agreement with the holders of any Existing Second Lien on such property that is permitted by Section 7.01(h)Notes. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor Restricted Subsidiary from its obligations under the Guaranties Subsidiary Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 CollateralSection.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral AgentAgents, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the such Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent obligations under Secured Hedge Agreements, (y) Cash Management Obligations not yet due and payable and (z)contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold transferred or to be sold transferred as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document or (Cother than to a Loan Party), (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01; by the Required Lenders or (iiiv) to owned by a Guarantor upon release any of such Guarantor from its obligations under the Guaranties if such Person ceases its Guaranty pursuant to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; andclause (c) below; (iiib) to subordinate any Lien on any property granted to or held by the applicable Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(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 either Administrative Agent at any time, the Required Lenders will confirm in writing the such Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.109.11. In each case as specified in this Section 9.109.11, the applicable Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ U.S. Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such 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 GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 Collateral9.11.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.02(b); (c) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; (d) to enter into Service Loaner Intercreditor Agreements with respect to Indebtedness permitted by Section 7.01(q); (e) to enter into the FMCC Intercreditor Agreement with respect to Indebtedness permitted by Section 7.01(r); (f) to enter into the intercreditor agreements with the Manufacturers referred to in Section 6.18; and (g) to execute and deliver that certain letter agreement with Ford Motor Company, substantially in the form provided to the Lenders. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. (a) Each of the Lenders (including in its or any of its Affiliate’s capacities as a potential holder of Secured Hedge Bank Obligations and a potential Secured Cash Management BankObligations) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property Collateral granted to or held by the Administrative Agent Agent, for the ratable benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Aggregate Commitments and payment in full of all Finance Secured Obligations (other than (x1) contingent indemnification obligations and (2) Secured Cash Management Obligations or Secured Hedge Obligations as to which arrangements satisfactory to the applicable holders thereof shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuing Lender shall have been made), (B) 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 to a Person other than a Credit Party permitted hereunder or under any other the Loan Document Documents, or (C) if approved, authorized or ratified in writing in accordance with Section 10.0112.2; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property Collateral granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on permitted pursuant to Section 9.2; and (iii) to release any Subsidiary Guarantor from its obligations under any Loan Documents if such property that is Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents, as certified by Section 7.01(h)the Borrower. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranties Guaranty Agreement pursuant to this Section 9.1011.9. In each case as specified in this Section 9.1011.9, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan 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 GuarantiesGuaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.1011.9 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 Loan Credit Party in connection 119071794_7 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. Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and each of the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank of Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, (iii) any property owned by a Restricted Subsidiary that is designated as an Unrestricted Subsidiary in accordance with Section 6.19, or (Civ) if approved, authorized or ratified in writing in accordance with Section 10.01; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Restricted Subsidiary as a result of a transaction permitted hereunderhereunder (including designation of such Person as an Unrestricted Subsidiary in accordance with Section 6.19); and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In Subject in each case as specified in to this Section 9.10, upon any Loan Party’s request, the Administrative Agent or the Collateral Agent, shall (and is hereby irrevocably authorized by each Lender (including in its capacity as applicable, willa Secured Party) and each of the L/C Issuers to), at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. Each of the (a) The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of and direct the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Credit Document (A) upon termination of the Aggregate Commitments and payment in full in cash of all Finance Obligations (other than (x) contingent indemnification obligations for which no claim has been made or cannot be reasonably identified by an Indemnitee based on the then-known facts and circumstances) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (B) that is sold transferred or to be sold transferred as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 10.01by 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; and (iii) to release any Guarantor from its obligations under the Guaranties applicable Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary Guarantor as a result of a transaction permitted hereunder; 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 Finance 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 7.01(h)termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of propertyCollateral, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section. Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 Collateral8.11 [Reserved.]

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of (i) any Lien on such property that is permitted by Section 7.01(h7.01(i), and (ii) any lease or transfer on such property that is permitted by Section 7.01(l); and (c) to release on behalf of the Administrative Agent and the Lenders any Guarantor from its obligations under the Guaranty and under the other Loan Documents (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (iii) subject to Section 10.01, if approved, authorized or ratified in writing, by the Lenders required for such action. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. (a) Each of the Lenders Lender (including in its capacities as a potential Hedge Cash Management Bank and as a potential Cash Management Hedge Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Applicable Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release any Lien to the extent securing the Obligations on any property granted to or held by the Applicable Administrative Agent under any Loan Document (Ai) upon termination the Discharge of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Obligations, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document that constitutes a disposition of Receivables Program Assets permitted pursuant to Section 7.05(l) or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.0111.01; (ii) (x) to release any Guarantor from its obligations Guarantee of the Obligations under any Loan Document (i) upon the Discharge of Obligations or (ii) if approved, authorized or ratified in writing in accordance with Section 11.01 and (y) to release any U.S. Subsidiary Guarantor that is a U.S. Subsidiary Guarantor pursuant to clause (d) of the definition thereof from its Guarantee of the Obligations under the Guaranties U.S. Obligations Guarantee at any time after such Person no longer satisfies the requirements of clause (d) of such definition; (iii) to release any Guarantor from its Guarantee of the Obligations under any Loan Document if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunderhereunder (unless such Person continues to guarantee the SpinCo Notes or the Existing Senior Subordinated Notes); and (iiiiv) to subordinate any Lien on any property granted to or held by the Applicable Administrative Agent under any Finance Document Loan Document, to the extent securing the Obligations, to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i). . (b) Upon request by the Applicable Administrative Agent at any time, the Required Lenders will confirm in writing the Applicable Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of propertyCollateral, or to release any Guarantor from its obligations Guarantee of the Obligations under the Guaranties Loan Documents pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Applicable Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest Lien granted under the Collateral Loan Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations Guarantee of the Obligations under the GuarantiesLoan Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.10. (c) At any time that a Loan Party desires that the Administrative Agent take any action to acknowledge or give effect to any release of Collateral pursuant to this Section 9.10, such Loan Party shall deliver to the Administrative Agent at least ten (10) Business Days (or such shorter period as the Administrative Agent may agree) prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a proposed form of release for execution by the Administrative Agent and a certificate signed by a principal executive officer of such Loan Party stating that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may reasonably request. At any time that Holdings or a Loan Party desires that a Subsidiary of Holdings which has been released from the Foreign Obligations Guaranty or the U.S. Obligations Guaranty be released as provided in this Section, it shall deliver to the Administrative Agent a certificate signed by a principal executive officer of Holdings and the respective Loan Party stating that the release of the respective Loan Party (and its Collateral) is permitted pursuant to this Section 9.10. (d) The Administrative Agent shall not be responsible for have no liability whatsoever to any other Secured Party as the result of any release of Collateral by it in accordance with (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 which the Administrative Agent in good faith believes to be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralin accordance with) this Section 9.10.

Collateral and Guaranty Matters. (a) Each of the Lenders Lender (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential Cash Management Supply Chain Finance Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release any Lien to the extent securing the Obligations on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination the Discharge of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Obligations, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document that constitutes a disposition of Receivables Program Assets permitted pursuant to Section 7.05(l) or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.0111.01; (ii) to release any Guarantor from its obligations Guarantee of the Obligations under any Loan Document (i) upon the Guaranties Discharge of Obligations or (ii) if approved, authorized or ratified in writing in accordance with Section 11.01; (iii) to release any Guarantor from its Guarantee of the Obligations under any Loan Document if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunderhereunder (unless such Person continues to guarantee the SpinCo Notes); and (iiiiv) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Document Loan Document, to the extent securing the Obligations, to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i). US-DOCS\70212156.16 (b) Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of propertyCollateral, or to release any Guarantor from its obligations Guarantee of the Obligations under the Guaranties Loan Documents pursuant to this Section 9.10. In each case case, as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest Lien granted under the Collateral Loan Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations Guarantee of the Obligations under the GuarantiesLoan Documents, in each case case, in accordance with the terms of the Loan Documents and this Section 9.10. (c) At any time that a Loan Party desires that the Administrative Agent take any action to acknowledge or give effect to any release of Collateral pursuant to this Section 9.10, such Loan Party shall deliver to the Administrative Agent at least ten (10) Business Days (or such shorter period as the Administrative Agent may agree) prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a proposed form of release for execution by the Administrative Agent and a certificate signed by a principal executive officer of such Loan Party stating that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may reasonably request. At any time that Holdings or a Loan Party desires that a Subsidiary of Holdings which has been released from the Foreign Obligations Guaranty or the U.S. Obligations Guaranty be released as provided in this Section 9.10, it shall deliver to the Administrative Agent a certificate signed by a principal executive officer of Holdings and the respective Loan Party stating that the release of the respective Loan Party (and its Collateral) is permitted pursuant to this Section 9.10. (d) The Administrative Agent shall not be responsible for have no liability whatsoever to any other Secured Party as the result of any release of Collateral by it in accordance with (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 which the Administrative Agent in good faith believes to be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralin accordance with) this Section 9.10.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (ia) to release any Guarantor from its obligations under the Collateral Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or if the conditions set forth in clause (b)(i) below are satisfied; (b) to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Credit Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations not then due and payable and (B) obligations and liabilities under Swap Contracts and Treasury Management Agreements not then due and payable) and the expiration or termination of all Letters of Credit (other than or if any Letters of Credit as to which other arrangementsshall remain outstanding, including upon (x) the cash collateralization or backstopping, reasonably of the Outstanding Amount of Letters of Credit on terms satisfactory to the Administrative Agent and L/C Issuer or (y) the receipt by the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements Issuer of a backstop letter of credit on terms satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeAdministrative Agent and L/C Issuer), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Credit Document (other than any such sale to another Credit Party, other than Holdings), or (Ciii) subject to Section 11.01, if approved, authorized or ratified in writing in accordance with Section 10.01; (ii) to release any Guarantor from its obligations under by the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunderRequired Lenders; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Finance Credit Document to the holder of any Lien on such property that is permitted by Section 7.01(h8.01(i). Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or authority of the Collateral Agent’s authority Agent to release 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 Guaranties hereunder pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 Collateral10.10.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and each of the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Secured Obligations (other than (xA) contingent indemnification obligations for which no claim shall have been made, (B) Secured Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made, and (C) Secured Hedge Obligations as to which arrangements satisfactory to the applicable Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiic) to subordinate (or release) any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i) or Section 7.01(k). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretionagree: (ia) to release that any Lien on any property granted to or held by the Administrative Agent or the Second Lien Collateral Agent under any Loan Document shall be automatically released (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations not yet due and the expiration or termination of payable but including for all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall purposes hereof amounts due under Section 10.04 and/or 10.05 that have been made), invoiced to or demanded of the Borrower and (yB) obligations and liabilities under Secured Hedge Cash Management Agreements and Secured Cash Management Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank or and/or Cash Management Bank, as applicable, Bank shall have been made), (Bii) that at the time the property subject to such Lien is sold transferred or to be sold transferred as part of or in connection with any sale transfer permitted hereunder or under any other Loan Document or to any Person other than a Loan Party, (Ciii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing in accordance with Section 10.01; 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 Guaranties if such Person ceases Guarantee Agreement pursuant to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; andclause (c) below; (iiib) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Second Lien Collateral Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (c) that any Guarantor shall be automatically released from its obligations under the Guarantee Agreement if such Person (i) ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder or (ii) is an Immaterial Subsidiary and is released from its guarantee of the First Lien Obligations. Upon request by the Administrative Agent or Second Lien Collateral Agent at any time, the Required Lenders (subject to Section 10.01) will confirm in writing the Administrative Agent’s and/or the and Second Lien Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guarantee Agreement pursuant to this Section 9.109.11. In each case as specified in this Section 9.109.11, the Administrative Agent or the Second Lien Collateral Agent, as applicable, willAgent will (and each Second Lien Secured Party irrevocably authorizes the Administrative Agent or the Second Lien Collateral Agent to), at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such 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 GuarantiesGuarantee Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 Collateral9.11.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (yB) obligations and liabilities under Secured Hedge Cash Management Agreements and Secured Cash Management Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank of Hedge Bank or Cash Management Bank, as applicable, shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.0111.01; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i) and/or Section 7.01(s). For the avoidance of doubt, the Lenders agree that any sales of accounts receivable pursuant to any Eligible Customer Sponsored Program constitute a sale permitted under the Credit Agreement and under any other Loan 80 Document and that therefore the Administrative Agent, in its discretion, may release (and subordinate) any Lien on such disposed assets granted to or held by the Administrative Agent under any Loan Document pursuant to this Section 9.10. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. (a) Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) 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, or (Ciii) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 10.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.02(d). ; and (iii) to release any Co-Borrower (other than the Parent) from its obligations under Article XI if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. (b) Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor Co-Borrower (other than the Parent) from its obligations under the Guaranties Article XI pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Co-Borrower’s expense, execute and deliver to the applicable Loan Party Co-Borrower such documents as such Loan Party Co-Borrower 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 GuarantiesArticle XI, in each case in accordance with the terms of the Loan Documents and this Section 9.10. . (c) 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 Co-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. (a) Each of the Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank and a potential or Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property Collateral granted to or held by the Administrative Agent Agent, for the ratable benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Aggregate Commitments Revolving Credit Commitment and payment in full of all Finance Secured Obligations (other than (x1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank or, in the case of any such Secured Hedge Agreement provided or arranged by GECC or an Affiliate of GECC, to GECC shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Issuing Bank or Cash Management Bank, as applicable, shall have been made), (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (C) if approved, authorized or ratified in writing in accordance with Section 10.0112.2; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property Collateral granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on Permitted Lien; and (iii) to release any Subsidiary Guarantor from its obligations under any Loan Documents if such property that is Person ceases to be a Subsidiary as a result of a transaction permitted by Section 7.01(h)hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranties Subsidiary Guaranty Agreement pursuant to this Section 9.1011.9. In each case as specified in this Section 9.1011.9, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan 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 Guarantor from its obligations under the GuarantiesSubsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.1011.9. 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, 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 Loan 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. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuing Banks irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon the termination of all Commitments, the Aggregate Commitments Cash Collateralization of all reimbursement obligations with respect to Letters of Credit in an amount equal to one hundred five percent (105%) of the aggregate LC Exposure of all Lenders, the termination of all Hedging Transactions with Lender-Related Hedge Providers (or the collateralization or other arrangements being made with respect to such Hedging Transactions, in each case, satisfactory to the Lender-Related Hedge Providers), and the payment in full of all Finance Obligations (other than (x) contingent indemnification obligations, such Cash Collateralized reimbursement obligations and the expiration obligations under such Hedging Transactions that have been collateralized or termination of all Letters of Credit (other than Letters of Credit as to for which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01;10.2; and (iib) to release any Guarantor Loan Party from its obligations under the Guaranties applicable Collateral Documents if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Document to the holder of any Lien on such property that is permitted by Section 7.01(h). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor Loan Party from its obligations under the Guaranties applicable Collateral Documents pursuant to this Section 9.10Section. In each case as specified in this Section 9.10Section, the Administrative Agent or the Collateral Agent, as applicable, willis authorized, at the Borrowers’ Borrower’s expense, to execute and deliver to the applicable Loan Party such documents as such 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 Guarantiesapplicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 CollateralSection.

Collateral and Guaranty Matters. Each Without limiting the provisions of Section 9.09, the Secured Parties, the Lenders and the L/C Issuer (in each case including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank, if applicable) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements 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 (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold disposed of or conveyed or to be sold disposed of as part of or in connection with any sale disposition (including any Dispositions) or conveyance permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01; (ii) to release any Guarantor from its obligations under by the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunderRequired Lenders; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary or ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Loan Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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. Subject to the receipt of the Required Lenders confirmation of the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property or to release any Guarantor from its obligations under the Guaranty, upon the reasonable request of Borrower, and at Borrower’s sole cost and expense, in the event that (i) a Loan Party Disposes of any property as part of or in connection with any Disposition not prohibited under the Loan Documents, the Administrative Agent shall execute and deliver such documents appropriate to evidence the release of Administrative Agent’s Liens with respect to such sold property (which release shall be automatic and effective at the time of such Disposition) and (ii) any Guarantor ceases to be required under the Loan Documents to provide its guaranty as a result of a transaction permitted under the Loan Documents (including, without limitation, in connection with the designation of an Unrestricted Subsidiary or the Disposition of any Restricted Subsidiary), Administrative Agent shall execute and deliver such documents with respect to such Guarantor appropriate to evidence (x) the release of its guaranty (which release shall be automatic and effective at the time such guaranty is no longer required), (y) the release of Administrative Agent’s Liens with respect to the Equity Interests in, and the assets of, such Guarantor (which release shall be automatic and effective at the time of such Disposition of such Restricted Subsidiary or upon the designation of such Restricted Subsidiary as an Unrestricted Subsidiary).

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuing Bank irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) obligations under Secured Bank Product Obligations and (y) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization unless Cash Collateralized or backstopping, backstopped on terms reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeAgent), (Bii) that is sold Disposed of or to be sold Disposed of as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.0111.01; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and; (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (d) to enter into the DIP Term Intercreditor Agreement, the 2016 Intercreditor Agreement, the Senior/Junior Intercreditor Agreement and the First Lien Intercreditor Agreement and any respective amendments thereto. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the each L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Secured Obligations (other than (xA) unasserted or contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements 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 (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, (iii) that is subject to a Lien permitted by Section 7.01(i) to the extent the documents governing such Lien do not permit the Lien of the Administrative Agent on such property, or (Civ) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (c) to release any Subsidiary 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 Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such 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 GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. (a) Each of the Lenders (including in its capacities capacity as a potential Hedge Bank and a potential Cash Management Bank, a potential Hedge Bank, and a potential Trade Bank) and the each L/C Issuers Issuer irrevocably authorize either or both of authorizes the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Facility Termination Date, (Bii) 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) in connection with the release of the Collateral provided in Section 11.21(a) or (Civ) if approved, authorized or ratified in writing in accordance with Section 10.0111.01; (ii) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(f). . (b) Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Company’s expense, execute and deliver to the applicable Loan Party such documents as such 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 Security Instruments or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. . (c) 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. Each (a) The Administrative Agent, is also hereby designated as collateral agent under the Security Documents, is hereby authorized to act on behalf of the Lenders (including Lender Parties, in its capacities own capacity and through other agents and sub-agents appointed by it with due care, under the Security Documents. In connection with its role as a potential Hedge Bank and a potential Cash Management Bank) and secured party with respect to the L/C Issuers irrevocably authorize either or both of Collateral hereunder, the Administrative Agent shall act as collateral agent, for itself and for the ratable benefit of the Lender Parties, and such role as administrative agent shall be disclosed on all appropriate accounts, certificates, filings, mortgages, and other Collateral documentation. (b) The Lender Parties irrevocably authorize the Administrative Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (C) subject to Section 11.12, if approved, authorized or ratified in writing in accordance with Section 10.01;by the Majority Lenders; and (ii) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Document to the holder of any Lien on such property that is permitted by Section 7.01(h). Upon request by the Administrative Agent at any time, the Required Majority Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 Collateral9.7.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral AgentAgents, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the such Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent obligations under Secured Hedge Agreements, (y) Cash Management Obligations not yet due and payable and (z)contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold transferred or to be sold transferred as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document or (Cother than to a Loan Party), (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01; by the Required Lenders or (iiiv) to owned by a Guarantor upon release any of such Guarantor from its obligations under the Guaranties if such Person ceases its Guaranty pursuant to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; andclause (c) below; (iiib) to subordinate any Lien on any property granted to or held by the applicable Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(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 either Administrative Agent at any time, the Required Lenders will confirm in writing the such Administrative Agent’s and/or the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.109.11. In each case as specified in this Section 9.109.11, the applicable Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ U.S. Borrower's expense, execute and deliver to the applicable Loan Party such documents as such 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 GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 Collateral9.11.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management BankLender Counterparties) and the L/C Issuers Issuing Lender irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) , to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document or to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01; (ii) 10.02; to release any Subsidiary Guarantor from its obligations under the Guaranties Guaranty if such Person ceases or will cease (such release to be effective immediately prior to or concurrently with the consummation of such transaction) to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunderhereunder or if such Person becomes an Excluded Subsidiary; and (iii) to release any Collateral or Guaranties under the circumstances described in Section 10.12; and to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.02(a)(v). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. Each of The Lenders and the Lenders Issuing Bank (including in its their capacities as a potential Hedge Bank and a potential Cash Management Bank and potential Hedge Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: , (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) any contingent indemnification obligations obligation or similar contingent obligation not yet due and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), payable and (y) obligations and liabilities under Secured Hedge Cash Management Agreements and Secured Hedge Agreements that are subject to cash collateral or other similar credit support reasonably satisfactory to each applicable Cash Management Agreements as to which arrangements satisfactory to Bank and Hedge Bank) and the applicable Hedge Bank expiration or Cash Management Bank, as applicable, shall have been made)termination or cash collateralization of all Letters of Credit, (Bii) that is sold or transferred, or to be sold or transferred, as part of or in connection with any sale or transfer permitted hereunder or under any other Loan Document (and upon such permitted sale or transfer (other than to another Loan Party that is a signatory to the Security Agreement), the Lien on such property so sold or transferred shall be automatically released), or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01; 9.02; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and and (iiic) to subordinate any Lien Lien, or to enter into or amend any intercreditor agreement with respect to any Lien, on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h6.02(b), 6.02(d) or 6.02(i). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.108.02. In each case as specified in this Section 9.108.02, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Company’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Loan Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.108.02. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding Lenders party hereto on the existence, value or collectability of Effective Date (which constitute all “Lenders” and all “Required Lenders” under and as defined in 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 Existing Credit Agreement) hereby consent to the Lenders for any failure to monitor or maintain any portion release of each of Tsubo, LLC, a Delaware limited liability company, Mozo, Inc., a Colorado corporation, Deckers Acquisition, Inc., a Delaware corporation and the CollateralReal Estate Subsidiary from their respective obligations under the “Guaranty,” the “Security Agreement” and each other “Loan Document” (as such terms are defined in the Existing Credit Agreement).

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers The Secured Parties irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) , to release any Guarantor and any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Termination Date, (Bii) that is sold transferred or to be sold transferred as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing as approved in accordance with Section 10.01; 12.01, and to execute in connection with such events such payoff letters and related documentation in form and substance satisfactory to Administrative Agent, in its sole discretion, as shall in Administrative Agent’s sole discretion be deemed advisable. In connection with any such release, each Lender, the L/C Issuer and the Support Providers hereby direct the Administrative Agent, and the Administrative Agent agrees that it shall, upon the reasonable request of the Borrower Representative (and except in the case where the Termination Date has actually occurred, so long as no Default or Event of Default then exists), to (i) promptly execute and deliver or file such documents and perform other actions reasonably requested to release the guaranties and the Liens and (ii) deliver to release the Loan Parties any Guarantor from its obligations under portion of such Collateral so released in the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result possession of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent or as otherwise required under any Finance Document to the holder of any Lien on such property that is permitted by Section 7.01(h)Loan Documents, Subordination Agreement or applicable Law, in each case without recourse, representation or warranty. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of propertyProperty, or to release any Guarantor from its obligations under the Guaranties pursuant to this Section 9.1011.11. In each case as specified in this Section 9.10, the The Secured Parties hereby irrevocably authorize Administrative Agent or the Collateral Agent(absent, as applicablewith respect to any particular transaction, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral Administrative Agent receiving contrary written bidding instructions from the assignment and security interest granted under the Collateral Documents Required Lenders before such transaction), to credit bid all or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 CollateralObligations (including, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise)) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Section 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Capital Stock or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Administrative Agent shall be authorized (i) to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Capital Stock thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a) through (h) of Section 12.01 of this Agreement (provided that, in any event, the consent of each Lender shall be required for any amendment that would treat or attempts to treat a Lender or a class of Lenders in a manner different than all other Lenders)), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Capital Stock and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.

Collateral and Guaranty Matters. Each (a) The Collateral Agent, as collateral agent hereunder and under the Security Documents, is hereby authorized to act on behalf of the Lenders (including Secured Parties, in its capacities own capacity and through other agents and sub-agents appointed by it with due care, under the Security Documents. In connection with its role as a potential Hedge Bank secured party with respect to the Collateral hereunder, the Collateral Agent shall act as collateral agent, for itself and a potential Cash Management Bankfor the ratable benefit of the Secured Parties, and such role as Collateral Agent shall be disclosed on all appropriate accounts, certificates, filings, mortgages and other Collateral documentation. (b) and the L/C Issuers The Lenders irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its discretion, and the Collateral Agent may, without further written consent or their discretionauthorization from Lenders (subject to Section 11.12 hereof), and agrees with and for the benefit of Duratek that it shall execute any documents or instruments and take any further actions, in each case at the sole cost and expense of Duratek, necessary: (i) to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Finance Secured Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeobligations), (B) that is sold or transferred or to be sold or transferred as part of or in connection with any sale sale, or transferred in any liquidation or merger, in each case, permitted hereunder or under any other Loan Document Document, or (C) subject to Section 11.12, if approved, authorized or ratified in writing in accordance with Section 10.01;by the Majority Lenders; or (ii) to release any Guarantor (other than Parent) from its obligations under the Guaranties Guaranty if such Person (x) ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and hereunder or (iiiy) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Document to the holder of any Lien on such property that is permitted by Section 7.01(ha Special Purpose Subsidiary, so long as, in the case of this clause (y), EnergySolutions has provided a certificate of one of its financial officers stating that such Guarantor is a Special Purpose Subsidiary that has been, and upon release shall be, formed and existing in compliance with the provisions of the Loan Documents applicable to Special Purpose Subsidiaries. Upon request by the Administrative Agent at any time, the Required Majority Lenders will confirm in writing the Administrative Agent’s and/or or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 Collateral9.7.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of authorize: (a) and instruct the Administrative Agent to release (and the Collateral following shall automatically be released without any further action on the part of any Person): any Lien on any property granted to or held by the 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 and obligations with respect to Swap Contracts) and the expiration, termination or Cash Collateralization in full of all Letters of Credit, (ii) that 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, or (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders; (b) and instruct the Administrative Agent to release (and the following Guarantors shall automatically be released without any further action on the part of any Person): any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and (c) the Administrative Agent, at its or their option and in its discretion to subordinate or their discretion: (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made), (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i) or (j). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations), payment in full of all obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements for which the Administrative Agent has received written notice pursuant to Section 9.11 (other than any such Secured Cash Management Agreements and Secured Hedge Agreements 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 (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold or to be sold as part of or in 67072595_7 connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01; (iib) to release any Subsidiary Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. Each of the Lenders and Lead Arrangers (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential Cash Management Specified Credit Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Secured Obligations (other than (xA) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (yB) obligations and liabilities under Secured Cash Management Agreements, Secured Hedge Agreements and Secured Cash Management Specified Credit Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank or Cash Management Bank, as applicable, shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.019.01; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Restricted Subsidiary as a result of a transaction permitted hereunderhereunder or if such Person is merged, liquidated, dissolved or consolidated into another Guarantor or its assets are sold as permitted under the terms of the Loan Documents and, in the case of such liquidation, dissolution or sale the assets of such Person or the proceeds thereof, as applicable, are distributed to (x) the Borrower or (y) the Subsidiary of the Borrower holding all of the Equity Interests of such Person or into which such Person is dissolved or liquidated; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h5.02(a). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.107.10. In each case as specified in this Section 9.107.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 Collateral7.10.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers The Credit Parties irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations for which no claim has been asserted) and the expiration expiration, termination or termination Cash Collateralization of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing by the Applicable Lenders in accordance with Section 10.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h)clause (h) of the definition of Permitted Encumbrances; and (c) to release any Guarantor from its obligations under the Facility Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Applicable Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Facility Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the BorrowersLoan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such 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 GuarantiesFacility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Banka) and the L/C Issuers The Secured Parties irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ax) upon termination of the Aggregate all Commitments and payment in full Payment In Full of all Finance Secured Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuing Lender shall have been made), (By) that is sold Disposed of or to be sold Disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other the Loan Document Documents, or (Cz) subject to Section 11.1, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document (x) to the holder of any Lien on such property that is constitutes a Permitted Lien pursuant to clause (h) of the definition thereof or (y) pursuant to a subordination, non-disturbance and attornment agreement in form and substance satisfactory to the Administrative Agent in its sole discretion; 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 by Section 7.01(h)under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 10.12. (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 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) Each of the Lenders (including in its capacities or on behalf of any of its Affiliates in its capacity as a potential Hedge Bank and a potential or Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property Collateral granted to or held by the Administrative Agent or the Collateral Agent, for the ratable benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Aggregate Commitments and payment in full of all Finance Secured Obligations (other than (x1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements 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 (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuing Lender shall have been made), (B) that is sold Disposed of or to be sold Disposed of as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document Document, or (C) if approved, authorized or ratified in writing in accordance with Section 10.0111.2; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien permitted by Section 8.3(d); and (iii) to release any Guarantor from its obligations under the Guaranties any Loan Documents if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by under the Administrative Agent under any Finance Document to the holder of any Lien on such property that is permitted by Section 7.01(h)Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the or Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty Agreement pursuant to this Section 9.1010.9. In each case as specified in this Section 9.1010.9, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such 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 GuarantiesGuaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.1010.9. 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 this Agreement, 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 and 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 126047641_6 collectability of the Collateral, the existence, priority or perfection of the Administrative 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 any Lender or the Lenders Issuing Lender for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: 1. to release any Guarantor from its obligations under the Collateral Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder, or if the conditions set forth in clause (ib)(i) below are satisfied; 2. to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Credit Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations not then due and payable and (B) obligations and liabilities under Swap Contracts and Treasury Management Agreements not then due and payable) and the expiration or termination of all Letters of Credit (other than or if any Letters of Credit as to which other arrangementsshall remain outstanding, including upon (x) the cash collateralization or backstopping, reasonably of the Outstanding Amount of Letters of Credit on terms satisfactory to the Administrative Agent and L/C Issuer or (y) the receipt by the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements Issuer of a backstop letter of credit on terms satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeAdministrative Agent and L/C Issuer), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Credit Document (other than any such sale to another Credit Party), or (Ciii) subject to Section 11.01, if approved, authorized or ratified in writing in accordance with Section 10.01; (ii) to release any Guarantor from its obligations under by the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunderRequired Lenders; and (iii) 3. to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Finance Credit Document to the holder of any Lien on such property that is permitted by Section 7.01(h8.01(i). Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or authority of the Collateral Agent’s authority Agent to release 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 Guaranties hereunder pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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 10.10 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 Collateralwith a transaction permitted hereunder.

Collateral and Guaranty Matters. (i) Each of the Lenders (including in its or any of its Affiliate’s capacities as a potential holder of Secured Hedge Bank Obligations and a potential Secured Cash Management BankObligations) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i1) to release any Lien on any property Collateral granted to or held by the Administrative Agent Agent, for the ratable benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Aggregate Commitments Revolving Credit Commitment and payment in full of all Finance Secured Obligations (other than (x1) contingent indemnification obligations and (2) Secured Cash Management Obligations or Secured Hedge Obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the 165457743_4174358596_2 Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuing Lender shall have been made), (B) 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 to a Person other than a Credit Party permitted hereunder or under any other the Loan Document Documents, as certified by Centuri, or (C) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 10.0112.2; 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 Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii2) to subordinate any Lien on any property Collateral granted to or held by the Administrative Agent under any Finance 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 7.01(h12.2(i). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranties any Guaranty Agreement pursuant to this Section 9.1011.9. In each case as specified in this Section 9.1011.9, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan 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 Guarantiessuch Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.1011.9. 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 Loan 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. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01[(i)]; and (c) to release any Guarantor from its obligations under the Guaranty and under the other Loan Documents (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (iii) subject to Section 10.01, if approved, authorized or ratified in writing, by the Lenders required for such action. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such 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 from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.