Common use of Collateral and Guaranty Matters Clause in Contracts

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Agent under any Loan Document if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and (b) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i) or (j). Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release a Guarantor from the Guarantee Agreement or its interest in particular types or items of property in accordance with this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Each of the Lenders (including each Lender in its capacity as a potential Hedge Bank) and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to do or cause the following: (a) to execute the Intercreditor Agreement on behalf of the Lenders; (b) to release any Liens granted to the Administrative Agent by any Loan Party on any Collateral (i) upon the termination of the Revolving Credit Commitments and the payment and satisfaction in full of all Obligations, (ii) upon any Disposition of such Collateral permitted hereunder, (iii) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 8.02, or (iv) upon the occurrence of a Collateral Release Date in accordance with the terms and conditions of Section 6.17; and (c) to release any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted Section 11 hereof if such Person ceases to or held by the Collateral Agent under any Loan Document if approved, authorized or ratified in writing in accordance with Section 9.08, or be required to be a Guarantor pursuant to Section 9.18, and (b) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i) or (j)terms hereof. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a any Collateral or to release any Guarantor from its obligations under Section 11 hereof pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Guarantee Agreement Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as Borrower may reasonably request to evidence the release of such Collateral or such Guarantor from its interest obligations hereunder, in particular types or items of property each case in accordance with this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives terms of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under Loan Documents and this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 9.10.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Collateral granted to or held by the Collateral Agent Administrative Agent, for the ratable benefit of the Secured Parties, under any Loan Document (i) upon repayment of the outstanding principal of and all accrued interest on the Loans and Reimbursement Obligations, payment of all outstanding fees and expenses hereunder, the termination of the Commitment and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold or otherwise transferred as part of or in connection with any sale or transfer permitted hereunder or under any other Loan Document, or (iii) subject to Section 14.2, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Agreement Lenders; (b) to subordinate or release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on Permitted Lien; and (c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement, the Collateral Agreement and any other Loan Documents if such property that is Person ceases to be a Subsidiary as a result of a transaction(s) permitted by Section 6.02(i) or (j)hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Agreement Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Each of the Lenders and the L/C Issuer (including in its capacities as a potential Hedge Bank) irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon payment in full of all Obligations (other than contingent indemnification obligations), (ii) 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 (iii) if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and 10.01; (b) 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; and (c) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i7.01(j) (or (jto release any such Lien if the respective holder of a Lien on such property will not agree to a subordination agreement). Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the 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 Guaranty, in each case in accordance with this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives terms of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under Loan Documents and this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 9.10.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release The Lenders irrevocably authorize and direct the Administrative Agent: (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) to release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (i) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (iii) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Collateral that is permitted by Section 6.02(i6.2; and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination or (j)release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrower’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, : (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document if approved(i) upon termination of the Aggregate Revolving Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations, authorized (y) Obligations under Treasury Management Agreements and (z) Obligations under Swap Contracts where the Borrower has pledged and deposited with or ratified delivered to the Administrative Agent as collateral for such Obligations, cash or deposit account balances pursuant to documentation in writing form and substance satisfactory to the Administrative Agent) and the expiration or termination of all Letters of Credit, (ii) that is transferred or to be transferred as part of or in connection with any Disposition permitted hereunder or under any other Loan Document or any Involuntary Disposition, or (iii) as approved in accordance with Section 9.08, or pursuant to Section 9.18, and 11.01; (b) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i8.01(i); and (c) or (j)to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with property, or to release any Guarantor from its obligations under the Guaranty, pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 10.10.

Collateral and Guaranty Matters. The Each of the Lenders and the L/C Issuer (including each Lender in its capacity as a potential Hedge Bank) irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to do or cause the following: (a) to execute the Intercreditor Agreement on behalf of the Lenders; (b) to release any Liens granted to the Administrative Agent by any Loan Party on any Collateral (i) upon the payment and satisfaction in full of all Obligations, (ii) upon any Disposition of such Collateral permitted hereunder, (iii) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 8.02, or (iv) upon the occurrence of a Collateral Release Date in accordance with the terms and conditions of Section 6.17; and (c) to release any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted Section 11 hereof if such Person ceases to or held by the Collateral Agent under any Loan Document if approved, authorized or ratified in writing in accordance with Section 9.08, or be required to be a Guarantor pursuant to Section 9.18, and (b) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i) or (j)terms hereof. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a any Collateral or to release any Guarantor from its obligations under Section 11 hereof pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Guarantee Agreement Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as Borrower may reasonably request to evidence the release of such Collateral or such Guarantor from its interest obligations hereunder, in particular types or items of property each case in accordance with this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives terms of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under Loan Documents and this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 9.10.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) 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), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and 10.01; and (b) to subordinate release any Lien on any property granted Guarantor from its obligations under the Guaranty if such Person ceases to or held by the Collateral Agent under any Loan Document to the holder be a Subsidiary as a result of any Lien on such property that is a transaction permitted by Section 6.02(i) or (j)hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the 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 property, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives terms of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under Loan Documents and this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 9.10.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer Issuers irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, : (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document if approved(i) upon termination of the Facilities and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, authorized (ii) that is transferred or ratified to be transferred as part of or in writing connection with any Disposition, or (iii) as approved in accordance with Section 9.08, or pursuant to Section 9.18, and 10.01; and (b) to subordinate any Lien on any property granted to or held by release the Collateral Agent Guarantor from its obligations under any Loan Document to the holder of any Lien on such property that is permitted by Guaranty as approved in Section 6.02(i) or (j)10.01. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance property, or to release the Guarantor from its obligations under the Guaranty, pursuant to this Section 9.10. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with this Sectionany other Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the L/C Issuer irrevocably agree that acts or omissions of, or (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives except as otherwise set forth herein in case of the holders Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf of Indebtedness that is permitted the Lenders to be secured by a Junior Lien enforce the payment of the principal of and interest on any Loan after the Collateral that is permitted under date such principal or interest has become due and payable pursuant to the terms of this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release The Lenders irrevocably authorize and direct the Administrative Agent: (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) to release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (i) upon termination of the Revolving Commitments and payment in full of all Obligations (other than 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), or (ii) subject to Section 10.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Collateral that is permitted by Section 6.02(i6.2; and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination or (j)release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrowers’ expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release The Lenders irrevocably authorize and direct the Administrative Agent: (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) to release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (A) upon termination of the Commitments and payment in full in cash of all Obligations (other than 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, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Collateral that is permitted by Section 6.02(i6.2; and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination or (j)release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrower’s expense, all documents that the applicable Credit Party reasonably requests to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will shall confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. (a) The Lenders and the L/C Issuer Bank Product Provider irrevocably authorize and direct the Collateral Administrative Agent, at its option and in its discretion, : (ai) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (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 under the Credit Documents, or (C) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Collateral that is permitted by Section 6.02(i6.2(c); and (iii) or (j)to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. . (b) The Lenders and Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the L/C Issuer irrevocably agree that (x) the Collateral Agent mayexistence, without any further consent of any Lender, enter into value or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives collectability of the holders of Indebtedness that is permitted to be secured by a Junior Lien on Collateral, the Collateral that is permitted under this Agreementexistence, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer priority or perfection of the Borrower as Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to whether the Lenders for any such other Liens are permitted and (z) failure to monitor or maintain any such intercreditor agreement referred to in clause (x) above, entered into by portion of the Collateral Agent, shall be binding on the Secured PartiesCollateral.

Collateral and Guaranty Matters. The Each of the Lenders and the L/C Issuer (including each Lender in its capacity as a potential Hedge Bank) irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to do or cause the following: (a) to execute the Intercreditor Agreement on behalf of the Lenders; (b) to release any Liens granted to the Administrative Agent by any Loan Party on any Collateral (i) upon the payment and satisfaction in full of all Obligations, (ii) upon any Disposition of such Collateral permitted hereunder, (iii) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 8.02, or (iv) upon the occurrence of a Collateral Release Date in accordance with the terms and conditions of Section 6.17; and (c) to release any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted Section 11 hereof if such Person ceases to or held by the Collateral Agent under any Loan Document if approved, authorized or ratified in writing in accordance with Section 9.08, or be required to be a Guarantor pursuant to Section 9.18, and (b) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i) or (j)terms hereof. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a any Collateral or to release any Guarantor from its obligations under Section 11 hereof pursuant to this Section 9.10. In each case as specified in this Section 9.10 the Guarantee Agreement Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as Borrower may reasonably request to evidence the release of such Collateral or such Guarantor from its interest obligations hereunder, in particular types or items of property each case in accordance with this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives terms of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under Loan Documents and this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 9.10.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release The Lenders irrevocably authorize and direct the Administrative Agent: (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) to release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (A) upon termination of the Revolving Commitments and payment in full of all Obligations (other than 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), or (B) subject to Section 10.1, if approved, authorized or ratified in writing by the Required Lenders or (C) subject to Sections 2.5(c), 2.17 and 6.21 and other restrictions on releases, upon a prepayment in accordance full of all amounts owed hereunder with Section 9.08, or respect to a Pledged Mortgage Asset by the Borrowers pursuant to Section 9.182.5(b)(viii), provided there is no Default, no Event of Default and no mandatory prepayment is due or will become due upon such release or upon the expiration of the applicable time period under Section 2.5. (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Collateral that is permitted by Section 6.02(i6.2; and (iii) to release the Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination or (j)release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrowers’ expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release the Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer Participants irrevocably authorize the Collateral AgentServicer, at its option and in its discretion, : (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Agent Servicer under any Loan Operative Document (i) upon the termination of all Facility Commitments, and the payment in full of all Guaranteed Obligations (other than contingent indemnification obligations), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Operative Document or the designation of any Restricted Subsidiary as an Unrestricted Subsidiary pursuant to Section 6.14, or (iii) if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and 15.2; and (b) to subordinate release any Lien on any property granted Credit Party from its obligations under the applicable Credit Party Collateral Documents if such Person ceases to or held by the Collateral Agent under any Loan Document to the holder be a Credit Party as a result of any Lien on such property that is a transaction permitted by Section 6.02(i) or (j)hereunder. Upon request by the Collateral Agent Servicer at any time, the Required Lenders Participants will confirm in writing the Collateral AgentServicer’s authority to release a Guarantor from the Guarantee Agreement or its interest in particular types or items of property property, or to release any Credit Party from its obligations under the applicable Credit Party Collateral Documents pursuant to this Section 14.9. In each case as specified in this Section 14.9, the Servicer is authorized, at the Sponsor’s expense, to execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Credit Party Collateral from the Liens granted under the applicable Credit Party Collateral Documents, or to release such Credit Party from its obligations under the applicable Credit Party Collateral Documents, in each case in accordance with this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives terms of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under Operative Documents and this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 14.9.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release The Lenders irrevocably authorize and direct the Administrative Agent: (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) to release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (i) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4 or otherwise pursuant to this Credit Agreement, or (iii) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Collateral that is permitted by Section 6.02(i6.2; and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder, including, without limitation, the release of any Permitted Real Estate Entity as a Guarantor in accordance with the terms of Section 5.10. (b) In connection with a termination or (j)release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrower’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, subject to the terms of the Intercreditor Agreement, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Collateral granted to or held by the Collateral Agent Administrative Agent, for the ratable benefit of itself and the Lenders, under any Loan Document (i) upon repayment of the outstanding principal of and all accrued interest on the Loans and payment of all outstanding fees and expenses hereunder, (ii) 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 (iii) subject to Section 9.2, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders, (b) to subordinate or release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on Permitted Lien, and (c) to release any Guarantor from its obligations under the Guaranty Agreement, the Collateral Agreement and any other Loan Documents if such property that is Person ceases to be a Subsidiary as a result of a transaction permitted by Section 6.02(i) or (j)hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration, termination or Cash Collateralization of all Letters of Credit, (ii) 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 (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i7.01(j); and (c) or (j)to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with property, or to release any Guarantor from its obligations under the Guaranty pursuant to this SectionSection 9.11. The Lenders and irrevocably authorize the L/C Issuer irrevocably agree that (x) Administrative Agent, at any time upon the direction of the Required Lenders, to credit bid, or to direct the Collateral Agent mayto credit bid, without all or any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives portion of the holders of Indebtedness that is permitted Obligations in any foreclosure sale relating to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesCollateral.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent (including in its capacity as Collateral Agent), at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Security Document (i) upon termination of the Total Commitment and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (or such Letters of Credit having been Cash Collateralized or Back-Stopped), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Credit Document (other than a sale to the Borrower or any of its Subsidiaries), or (iii) subject to Section 13.01, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (b) to subordinate or release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Security Document to the holder of any Lien on such property that is permitted by Section 6.02(iSections 10.03(x), (xi) or and (jxvii); 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 Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 12.11.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize and direct the Collateral Administrative Agent, at its option and in its discretion, : (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Agent Administrative Agent, as applicable, under any Loan Document (i) at such time as the Obligations are Fully Satisfied, (ii) 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 (iii) subject to Section 11.01, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i8.01(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. In connection with any termination or (j)release pursuant to this Section 10.10, the Administrative Agent shall promptly execute and deliver to the Borrower or the applicable Loan Party, at the Borrower’s expense, all documents that the Borrower or such Loan Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 10.10.

Collateral and Guaranty Matters. (a) The Lenders and the L/C Issuer Bank Product Provider irrevocably authorize and direct the Collateral Administrative Agent, at its option and in its discretion, : (ai) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than 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, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Collateral that is permitted by Section 6.02(i6.2; and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination or (j)release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrower’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination 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) if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and 11.01; (b) 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; and (c) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i) or (j7.01(i). Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the 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 Guaranty, in each case in accordance with this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives terms of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under Loan Documents and this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 9.10.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Collateral granted to or held by the Collateral Agent Administrative Agent, for the ratable benefit of the Secured Parties, under any Loan Document (i) upon repayment of the outstanding principal of and all accrued interest on the Loans and Reimbursement Obligations, payment of all outstanding fees and expenses hereunder, the termination of the Commitment and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold or otherwise transferred as part of or in connection with any sale or transfer permitted hereunder or under any other Loan Document, or (iii) subject to Section 13.2, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Agreement Lenders; (b) to subordinate or release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on Permitted Lien; and (c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement, the Collateral Agreement and any other Loan Documents if such property that is Person ceases to be a Subsidiary as a result of a transaction(s) permitted by Section 6.02(i) or (j)hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Agreement Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, : (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon the termination of all Revolving Commitments and the payment in full of all Obligations (other than Contingent Obligations and Bank Product Obligations), (ii) 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 (iii) if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and 10.2; (b) to release any Loan Party from its obligations under the applicable Collateral Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and (c) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i) or (j7.2(d). Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property property, or to release any Loan Party from its obligations under the applicable Collateral Documents pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent is authorized, at the 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 or subordination of such item of Collateral from the Liens granted under the applicable Collateral Documents, or to release such Loan Party from its obligations under the applicable Collateral Documents, in each case in accordance with this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives terms of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under Loan Documents and this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 9.11.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer Issuers irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and Full Payment of the Secured Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is the subject of a Disposition which Borrowers certify in writing to the Administrative Agent is permitted under this Agreement or a Lien which Borrowers certify is permitted under this Agreement to be entitled to priority over the Administrative Agent’s Liens (and the Administrative Agent may rely conclusively on any such certificate without further inquiry), or (iii) subject to Section 11.01, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (b) to subordinate any Lien on any property Property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property Property that is permitted by Section 6.02(i7.01(i); and (c) or (j)to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 10.12.

Collateral and Guaranty Matters. The Lenders and Each Lender hereby irrevocably authorizes the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, : (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to to, or held by by, the Collateral Administrative Agent under any Loan Document (i) upon the Termination Date; (ii) that is sold or to be sold as part of, or in connection with, any sale permitted hereunder or under any other Loan Document and (iii) if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and 10.2; (b) to subordinate any Lien on any property collateral granted to to, or held by by, the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i7.2(d); and (c) or (j)to release any Loan Party from its obligations under the applicable Collateral Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will shall confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or its interest in particular types or items of property property, or to release any Loan Party from its obligations under the applicable Collateral Documents pursuant to this Section. In each case as specified in this Section, the Administrative Agent is authorized, at the 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 Liens granted under the applicable Collateral Documents, or to release such Loan Party from its obligations under the applicable Collateral Documents, in each case, in accordance with the terms of the Loan Documents and this Section. The Lenders and In the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent case of any Lendersuch sale, enter into transfer or amend (i) disposal of any property constituting Collateral in a transaction constituting a disposition expressly permitted pursuant to Section 7.6, the First Lien Intercreditor Agreement and/or (ii) Liens created by any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien Loan Documents on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, property shall be binding on the Secured Partiesautomatically released without need for further action by any person.

Collateral and Guaranty Matters. (a) The Lenders and the L/C Issuer any Bank Product Provider irrevocably authorize and direct the Collateral Administrative Agent, at its option and in its discretion, : (ai) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (i) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4 or otherwise pursuant to this Credit Agreement, or (iii) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Collateral that is permitted by Section 6.02(i6.2; and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder, including, without limitation, the release of any Excluded Subsidiary as a Guarantor in accordance with the terms of Section 5.10. (b) In connection with a termination or (j)release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrower’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer Issuers irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document if approved(i) upon termination of the Aggregate Revolving Commitments, authorized or ratified payment in full of all Credit Obligations (other than contingent indemnification obligations) and all other Obligations that the Administrative Agent has been notified in writing by the holder of such Obligation that such Obligation is then due and payable and the expiration or termination of all Letters of Credit, (ii) that is transferred or to be transferred as part of or in connection with any Disposition permitted hereunder or under any other Loan Document or any Involuntary Disposition, or (iii) as approved in accordance with Section 9.08, or pursuant to Section 9.18, and 11.01; (b) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i8.01(i); (c) or 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; and (j)d) to enter into and perform its obligations under the Intercreditor Agreements. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with property, or to release any Guarantor from its obligations under the Guaranty, pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 10.10.

Collateral and Guaranty Matters. The Each of the Lenders and irrevocably authorizes the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (ai) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) or re-assign any Lien on any property granted to or held by the Collateral Agent under any Loan Document if approved, authorized (including any Mortgaged Property and any rights or ratified agreements under any Subordination Agreement relating to any Mortgaged Property) upon (x) the indefeasible payment in writing full of all Obligations in accordance with this Agreement (other than indemnification and other contingent obligations, in each case, not then due and owing) or (y) as required by Section 9.08, or pursuant to Section 9.182.3, and (bii) so long as no Event of Default has occurred, to subordinate any Lien the Liens of the Agent on any property granted the Initial Subordinated Property to or held the Lessee by the Collateral Agent under any Loan Document execution and delivery of the Subordination Agreement relating to the holder of any Lien on such property that is permitted by Section 6.02(i) or (j)Lease Agreement. Upon request by any Loan Party for the Collateral Agent at any timerelease, re-assignment or subordination contemplated above, the Required Lenders will shall confirm in writing the Collateral Agent’s authority to release a Guarantor from the Guarantee Agreement release, re-assign or subordinate its interest in particular types or items of property in accordance with the Initial Subordinated Property pursuant to this SectionSection 8.10 and direct the Agent to enter into the applicable documentation, including any such Subordination Agreement. The Loan Party that has granted the Collateral being subordinated will provide an officer’s certificate to the Agent certifying that the subordination of such Collateral complies with the terms of the Loan Documents. Upon receipt of such confirmation and direction of the Required Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into certification by the Collateral Agentapplicable Loan Party, shall be binding on the Secured PartiesAgent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party a Subordination Agreement to subordinate its interest in such item.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release The Lenders irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Revolving Commitments and payment in full of all Borrower or Guarantor Revolving Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (or the cash collateralization thereof) or (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted hereunder; (ii) to release the Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted Guaranty if such Person ceases to or held by the Collateral Agent under any Loan Document if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to subordinate any Lien on any property granted to or held by this Section 12, the Collateral Administrative Agent under any Loan Document shall promptly execute and deliver to the holder of any Lien on Borrower or Guarantor, at the Borrower's expense, all documents that the Borrower or Guarantor shall reasonably request to evidence such property that is permitted by Section 6.02(i) termination or (j)release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release the Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 12.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer Issuing Banks irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property collateral granted to or held by the Collateral Administrative Agent (including, without limitation, the General and Refunding Mortgage Bonds), for the ratable benefit of itself and the Lenders, under any Loan Document (i) upon repayment of all outstanding principal of and all accrued interest on the Loans, payment of all outstanding fees and expenses hereunder, the termination of the Lenders' Commitments and the expiration or termination of all Letters of Credit, (ii) upon the occurrence of the Debt Ratings Trigger or (iii) subject to Section 11.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (b) to subordinate any Lien on any property collateral granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property collateral that is permitted by Section 6.02(i8.2(b)(vii); and (c) or (j)to release any Subsidiary Guarantor from its obligations under the Subsidiary Guarantee such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with property, or to release any Subsidiary Guarantor from its obligations under any Subsidiary Guarantee pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iii) if approved, authorized or ratified in writing in accordance with Section 9.0811.01, or (iv) by a Guarantor that is released pursuant to Section 9.18, and clause (b) below; (b) 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; and (c) to subordinate or release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i7.03(f), (g), (n), (o), (p) or (jr). Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the 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 Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives terms of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under Loan Documents and this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 9.10.

Collateral and Guaranty Matters. (a) The Lenders and the L/C Issuer Bank Product Providers irrevocably authorize and direct the Collateral Administrative Agent, at its option and in its discretion, : (ai) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Collateral that is permitted by Section 6.02(i6.2; and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination or (j)release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrowers’ expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release The Lenders irrevocably authorize and direct the Administrative Agent: (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) to release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (A) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted hereunder, (C) subject to Section 11.1, if approved, authorized or ratified in writing by the Required Lenders, (D) in accordance connection with Section 9.08, or the release of any Guarantor pursuant to Section 9.18, clause (ii) below or (E) on and after the Collateral Release Date; and (ii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to subordinate any Lien on any property granted to or held by this Section, the Collateral Administrative Agent under any Loan Document shall promptly execute and deliver to the holder of any Lien on applicable Credit Party, at the Borrower’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such property that is permitted by Section 6.02(i) termination or (j)release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders, the Issuing Lenders, the Foreign Issuing Lenders and the L/C Issuer Foreign Trade Facility Agent irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Document if approved(i) upon termination of the Domestic Revolving Commitments, authorized the Global Revolving Commitments, the Foreign Credit Commitments and the Foreign Credit Instrument Issuing Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or ratified termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit, Foreign Credit Instruments and Joint Signature Foreign Credit Instruments, (ii) that is transferred or to be transferred as part of or in writing connection with any Disposition permitted hereunder or under any other Loan Document or any Involuntary Disposition, or (iii) as approved in accordance with Section 9.08, or pursuant to Section 9.18, and 9.2; (b) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i) or 6.3(d), (e), (f), (j), (k) and (l); and (c) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with this Section. The Lenders property, or to release any Guarantor from its obligations under the Guarantee and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as pursuant to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Partiesthis Section 8.10.

Collateral and Guaranty Matters. The Administrative Agent may, but shall not be obligated to, take such action as it deems necessary to perfect or continue the perfection of its Liens on the Collateral held for the benefit of the Lenders. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its sole discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) 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 (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 9.08, by the Required Lenders or pursuant to Section 9.18, and otherwise permitted under this Agreement; (b) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i7.01; and (c) or to release any Guarantor (j)other than a Borrower) from its obligations under its Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with property, or to release any Guarantor from its obligations under its Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 9.10.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Collateral granted to or held by the Collateral Agent Administrative Agent, for the ratable benefit of the Secured Parties, under any Loan Document (i) upon repayment of the outstanding principal of and all accrued interest on the Loans and Reimbursement Obligations, payment of all outstanding fees and expenses hereunder, the termination of the Commitment and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold or otherwise transferred as part of or in connection with any sale or transfer permitted hereunder or under any other Loan Document, or (iii) subject to Section 13.2, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Agreement Lenders; (b) to subordinate or release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on Permitted Lien; and (c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement, the Collateral Agreement and any other Loan Documents if such property that is Person ceases to be a Subsidiary as a result of a transaction(s) permitted by Section 6.02(i) or (j)hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Agreement Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Credit Document if approved(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, authorized (ii) that is transferred or ratified to be transferred as part of or in writing connection with any Disposition permitted hereunder or under any other Credit Document, any Involuntary Disposition or any release or replacement of any Borrowing Base Asset permitted in accordance with Section 9.087A.01, or pursuant (iii) as approved in accordance with Section 10.01. The Lenders irrevocably authorize the Administrative Agent to release any Subsidiary Guarantor (but not the REIT Guarantor, the LP Guarantor or the OP Guarantor) from its obligations under the Guaranty in accordance with Section 9.18, and (b) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i) or (j)11.08. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral authority of the Administrative Agent to release any Subsidiary Guarantor from its obligations hereunder 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 authority to release a Guarantor from the Guarantee Agreement or its interest in particular types or items of property in accordance with pursuant to this SectionSection 9.10. The Lenders and Upon the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent release of any LenderSubsidiary Guarantor pursuant to this Section 9.10 or Section 11.08, enter into or amend the Administrative Agent shall (ito the extent applicable) deliver to the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with Credit Parties, upon the collateral agent or other representatives Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the release of such Guarantor from its obligations under the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesCredit Documents.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release The Lenders irrevocably authorize and direct the Administrative Agent to, and the Administrative Agent shall: (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (i) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is transferred or to be transferred as part of or in connection with any sale or other disposition not prohibited under Section 6.4, (iii) consisting of property owned by any Subsidiary of the Borrower that ceases to be a Guarantor pursuant to a transaction permitted hereunder or (iv) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Property that is permitted described under clause (c) of the definition of Permitted Lien and permitted by Section 6.02(i6.2; and (iii) release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or (j)release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrower’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release The Purchasers irrevocably authorize and direct the Administrative Agent: (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) to release any Lien on any property Property granted to or held by the Collateral Administrative Agent under any Loan Note Purchase Document (i) upon the payment in full of all Credit Party Obligations (other than contingent indemnification obligations), (ii) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (iii) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Purchasers; (bii) to subordinate any Lien on any property Property granted to or held by the Collateral such Agent under any Loan Note Purchase Document to the holder of any Lien on such property Property that is permitted described under clause (b) of the definition of Permitted Lien in the Senior Credit Agreement as in effect on the date hereof and permitted by Section 6.02(i6.2 hereof; (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder; and (iv) to release any Lien or release any Guarantor to the extent required under the Intercreditor Agreement. (j)b) In connection with a termination or release pursuant to this Section 8.12, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrower’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders Purchasers will confirm in writing the Collateral such Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 8.12.

Collateral and Guaranty Matters. 10.9.1 Agent (acting at the direction of the Required Lenders) is authorized on behalf of the Lenders, without the necessity of any notice to or further consent from such Lenders, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. Agent (acting at the direction of the Required Lenders) is further authorized (but not obligated unless directed by the Lenders) on behalf of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Lenders under the Loan Documents or applicable Laws. By accepting the benefit of the Liens granted pursuant to the Security Instruments, each Lender hereby agrees to the terms of this paragraph. 10.9.2 The Lenders hereby, and any other Lender by accepting the L/C Issuer benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize Agent to, and Agent shall, upon request of the Collateral Agent, at its option and in its discretion, (a) to Borrower release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by Agent upon any Collateral (a) upon termination of this Agreement and the Collateral Agent under any payment in full of the outstanding Term Loan Document if approved, authorized and all other Obligations (other than contingent indemnity obligations for which no claims have been made); or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and (b) to subordinate any Lien on any property granted to constituting Property sold or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i) or (j). Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release a Guarantor from the Guarantee Agreement or its interest in particular types or items of property in accordance with this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate sold or Disposed of a Responsible Officer as part of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.or in

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release The Lenders irrevocably authorize and direct the Administrative Agent: (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) to release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (A) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than 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, (B) that is transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08, by the Required Lenders or pursuant all affected Lenders as specified therein; and (ii) to release any Guarantor from its obligations under the applicable Guaranty (A) if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder or (B) subject to Section 9.189.1, and if approved, authorized or ratified in writing by the Required Lenders or all affected Lenders as specified therein. (b) In connection with a termination or release pursuant to subordinate any Lien on any property granted to or held by this Section, the Collateral Administrative Agent under any Loan Document shall promptly execute and deliver to the holder of any Lien on applicable Credit Party, at the Borrower’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such property that is permitted by Section 6.02(i) termination or (j)release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer Issuers irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification and reimbursement obligations) 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 applicable L/C Issuer shall have been made), (ii) that is sold or otherwise disposed of, or to be sold or otherwise disposed of, as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, (iii) upon consummation of a Release Transaction relating to such property in accordance with Section 2.18(c), (iv) upon the occurrence of the Investment Grade Release or (v) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, by the Required Lenders; and (b) to subordinate release any Lien on any property granted Subsidiary Guarantor from its obligations under the Guaranty if such Person is not required to or held by the Collateral Agent under any Loan Document be a Subsidiary Guarantor pursuant to the holder of any Lien on such property that is permitted by Section 6.02(i) or (j)terms hereof. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or its interest in particular types or items of property in accordance with property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this SectionSection 9.10. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.133

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) 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 (iii) if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and 11.01 hereof; (b) 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; and (c) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i) or (j7.01(i). Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the 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 release such Guarantor from its obligations under the Guaranty, in each case in accordance with this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives terms of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under Loan Documents and this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 9.10.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Credit Document if approved(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, authorized (ii) that is transferred or ratified to be transferred as part of or in writing connection with any Disposition permitted hereunder or under any other Credit Document, any Involuntary Disposition or any release or replacement of any Borrowing Base Asset permitted in accordance with Section 9.089.11, or pursuant (iii) as approved in accordance with Section 10.01. The Lenders irrevocably authorize the Administrative Agent to release any Subsidiary Guarantor (but not the REIT Guarantor, the LP Guarantor or the OP Guarantor) from its obligations under the Guaranty in accordance with Section 9.18, and (b) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i) or (j)11.08. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral authority of the Administrative Agent to release any Subsidiary Guarantor from its obligations hereunder 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 authority to release a Guarantor from the Guarantee Agreement or its interest in particular types or items of property in accordance with pursuant to this SectionSection 9.10. The Lenders and Upon the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent release of any LenderSubsidiary Guarantor pursuant to this Section 9.10 or Section 11.08, enter into or amend the Administrative Agent shall (ito the extent applicable) deliver to the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with Credit Parties, upon the collateral agent or other representatives Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the release of such Guarantor from its obligations under the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesCredit Documents.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer Issuers irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and Full Payment of the Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is the subject of a Disposition which Borrowers certify in writing to the Administrative Agent is permitted under this Agreement or a Lien which Borrowers certify is permitted under this Agreement to be entitled to priority over the Administrative Agent’s Liens (and the Administrative Agent may rely conclusively on any such certificate without further inquiry), or (iii) subject to Section 11.01, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (b) to subordinate any Lien on any property Property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property Property that is permitted by Section 6.02(i7.01(i); and (c) or (j)to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 10.12.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, agree: (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit and any other obligation (including a guarantee that is contingent in nature), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Domestic Subsidiaries that are Restricted Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing in accordance with Section 9.08by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.18, and clause (c) below; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i) or (j7.01(i). Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release a Guarantor from the Guarantee Agreement or its interest in particular types or items of property in accordance with this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.;

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release The Lenders irrevocably authorize and direct the Administrative Agent: (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) to release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.7, or (C) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property that is permitted by Section 6.02(i6.2; and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination or (j)release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrower’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Collateral granted to or held by the Collateral Agent Administrative Agent, for the ratable benefit of itself and the Lenders, under any Loan Document (i) upon repayment of the outstanding principal of and all accrued interest on the Loans, payment of all outstanding fees and expenses hereunder, the termination of the Lenders' Commitments and the expiration or termination of all Letters of Credit, (ii) 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 (iii) subject to Section 11.5(g), if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; and (b) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property Collateral that is permitted by Section 6.02(iclause (n) or of the definition of "Permitted Liens"; and (j)c) to release any Restricted Subsidiary from its obligations under the Subsidiary Guaranty if such Restricted Subsidiary ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with property, or to release any Restricted Subsidiary from its obligations under the Subsidiary Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release Each Lender and each Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) to release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is permitted to be sold, transferred or otherwise disposed of or released pursuant to the terms of the Credit Documents, or (C) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Collateral that is permitted by Section 6.02(i6.2; and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination, release or (j)subordination of a Lien pursuant to this Section or the release of a Guarantor hereunder, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrower’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination, release or subordination of a Lien or such release of a Guarantor. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, : (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) or (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document to any person that is not the Borrower or a Subsidiary of the Borrower, or (iii) if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and 10.2; and (b) to subordinate release any Lien on any property granted Guarantor from its obligations under the applicable Collateral Documents if such Person ceases to or held by the Collateral Agent under any Loan Document to the holder be a Subsidiary as a result of any Lien on such property that is a transaction permitted by Section 6.02(i) or (j)hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or its interest in particular types or items of property property, or to release any Loan Party from its obligations under the applicable Collateral Documents pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent is authorized, at the 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 Liens granted under the applicable Collateral Documents, or to release such Loan Party from its obligations under the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section. The Lenders Section (and the L/C Issuer irrevocably agree Administrative Agent may conclusively rely on a certificate provided by the Borrower that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted transaction giving rise to be secured by a Junior Lien on the Collateral that such release is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesLoan Documents).

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) 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 (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i7.09(a), (e) or (jf); (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; and (d) in the event the Borrower does not receive South Coast Project Approval, reconvey the Administrative Agent’s property interest evidenced by the South Coast Project Deed of Trust promptly upon the written request of the Borrower. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with property, or torelease any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 9.11.

Collateral and Guaranty Matters. (a) The Lenders and the L/C Issuer Bank Product Provider irrevocably authorize and direct the Collateral Administrative Agent, at its option and in its discretion, : (ai) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than 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, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, (C) as contemplated by Section 5.5(d) or (D) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Collateral that is permitted by Section 6.02(i6.2; and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination or (j)release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrowers’ expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option Administrative Agent to (and in its discretion, upon request of the Company the Agent shall): (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all outstanding obligations of the Loan Parties under the Loan Documents (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) 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 (iii) subject to Section 14.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i10.8(d) or (je); 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 In determining whether any such release or subordination is permitted, the Administrative Agent may rely conclusively on a certificate from the Company. Notwithstanding the Administrative Agent's right to take the actions described above, the Required Lenders will, upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders Section 13.10 (and the L/C Issuer irrevocably agree that (x) Administrative Agent shall not incur any liability to the Collateral Agent may, without Company or any further consent of other Person for any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether delay resulting from any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into request by the Collateral Administrative Agent, shall be binding on the Secured Parties).

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, : (a) to transfer or release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted Collateral (i) upon termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnification obligations for which no claim has been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and the L/C Issuer shall have been made), (ii) in accordance with Sections 5.03(e) or held by the Collateral Agent under any Loan Document 6.05 hereof, or (iii) subject to Section 13.01, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, by Required Lenders; and (b) to subordinate release any Lien on any property granted Subsidiary Guarantor from its obligations under its Credit Facility Guaranty if such Person ceases to or held by the Collateral Agent under any Loan Document be required to the holder of any Lien on such property that is permitted by be a Guarantor pursuant to Section 6.02(i) or (j5.03(e). Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or its interest in particular types or items of property property, or to release any Subsidiary Guarantor from its obligations under the Credit Facility Guaranty executed by such Subsidiary Guarantor pursuant to this Section 12.10. Administrative Agent will, at Xxxxxxxx’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 Subsidiary Guarantor from its obligations under the Credit Facility Guaranty, in each case in accordance with this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives terms of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under Loan Documents and this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 12.10.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Commitment and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection with any Disposition permitted hereunder or under any other Loan Document, (iii) if approved, authorized or ratified in writing in accordance with by the Requisite Lenders (or, to the extent required by Section 9.0812.2, all of the Lenders), or pursuant (iv) which is subject to Section 9.18, and a Lien in favor of the holder of Purchase Money Obligations incurred following the Closing Date in conformity with the provisions of this Agreement; and (b) to subordinate release any Lien on Sibling Guarantor from its obligations under the Sibling Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder and to correspondingly release any property granted to or held by the Collateral Agent under any Loan Document equity securities of that Sibling Guaranty which are pledged to the holder of any Lien on such property that is permitted by Section 6.02(i) or (j)Administrative Agent. Upon request by the Collateral Administrative Agent at any time, the Required Requisite Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with property, or to release any Sibling Guarantor from its obligations under the Sibling Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations), (ii) 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 (iii) if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and 11.01; (b) 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; and (c) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i) or (j)7.01. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. In each case as specified in this Section, the Administrative Agent will, at the 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 Guaranty, in each case in accordance with the terms of the Loan Documents and this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. (a) The Lenders and the L/C Issuer each Bank Product Provider irrevocably authorize and direct the Collateral Administrative Agent, at its option and in its discretion, : (ai) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Document (A) upon termination of the Commitments and payment in full of all Obligations (other than contingent indemnification obligations and Bank Product Debt not consisting of Hedging Obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 10.5, or (C) subject to Section 13.2, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant by the Required Lenders; and (ii) to Section 9.18, and release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to subordinate any Lien on any property granted to or held by this Section, the Collateral Administrative Agent under any Loan Document shall promptly execute and deliver to the holder of any Lien on applicable Credit Party, at the Borrower’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such property that is permitted by Section 6.02(i) termination or (j)release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize each of the Administrative Agent and the Collateral Agent, at its option and in its discretion, : (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Agent under any Credit Document (i) on the date upon which Aggregate Commitments are terminated and all Loan Document Obligations (other than contingent indemnification obligations) are paid in full and all Letters of Credit (other than Letters of Credit as to which Cash Collateral has been provided or Alternative Arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer shall have been made) have expired or terminated (such date, the “Termination Date”), (ii) that is sold or to be sold as part of or in connection with any disposition permitted hereunder or under any other Credit Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Credit Document to the holder of any Lien on such property that is permitted by Section 6.02(i8.01(j); and (c) or (j)to release any Guarantor from its obligations under the guaranty provided hereunder if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the authority of the Collateral Agent’s authority Agent to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted Administrative Agent to be secured by a Junior Lien on the Collateral that is permitted under release any Guarantor from its obligations hereunder pursuant to this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 10.10.

Collateral and Guaranty Matters. (a) The Lenders and the L/C Issuer Hedging Agreement Providers irrevocably authorize and direct the Collateral Administrative Agent, at its option and in its discretion, : (ai) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Credit Document (A) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than Unasserted Obligations to which the Administrative Agent has no actual knowledge thereof) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08by the Required Lenders; (ii) to subordinate or release (provided that, or for any release, the Company shall certify the respective clause pursuant to Section 9.186.2 (as listed below) which permits the respective release and shall, and in the case of any release pursuant to Section 6.2(m) or (bs), certify that the fair market value of all Collateral for which such releases have been requested do not exceed the aggregate principal amount of Indebtedness which is permitted to be then outstanding pursuant to the relevant said clauses of Section 6.2) to subordinate any Lien on any property Property granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Property that is permitted by Section 6.02(i6.2(i), (j), (m) or (js); and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted by Section 6.4(c)(ii). (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrowers’ expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release, as applicable. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to terminate, release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. (a) The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Property granted to or held by the Collateral Agent under any Loan Credit Document (i) upon termination of the Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Credit Document, or (iii) subject to Section 11.6, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (b) The Lenders irrevocably authorize the Collateral Agent, at its option and in its discretion, to subordinate any Lien on any property Property granted to or held by the Collateral Agent under any Loan Credit Document to the holder of any Lien on such property Property that is permitted by Section 6.02(iclause (viii) or of the definition of "Permitted Liens"; and (j)c) 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 Collateral any Agent at any time, the Required Lenders will confirm in writing such Agent's authority, in the case of the Collateral Agent’s authority , to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property property, or, in accordance with this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives case of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Administrative Agent, shall be binding on to release any Guarantor from its obligations under the Secured PartiesGuaranty pursuant to this Section 10.11.

Collateral and Guaranty Matters. The Each of the Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Document if approved(i) upon termination of the Aggregate Revolving Commitments and payment in full of all Obligations under the Loan Documents (other than contingent indemnification obligations) 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 have been made), authorized (ii) that is transferred or ratified to be transferred as part of or in writing connection with any Disposition permitted hereunder or under any other Loan Document or any Permitted Transfer, (iii) that is transferred or to be transferred as described on Schedule 2 to the Disclosure Letter in connection with the Reorganization to any Person that is not a Loan Party or (iv) as approved in accordance with Section 9.08, or pursuant to Section 9.18, and 11.01; (b) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i8.01(i); and (c) or (j)to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with property, or to release any Guarantor from its obligations under the Guaranty, pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 10.10.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, : (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon the termination of all Commitments, and the payment in full of all Obligations (other than contingent indemnification obligations), (ii) that is sold or disposed of or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and 12.3; and (b) to subordinate any Lien on any property granted to or held by the Collateral Agent under release any Loan Document Party from its obligations under the applicable Collateral Documents and other Loan Documents if such Person ceases to the holder be a Subsidiary as a result of any Lien on such property that is a transaction permitted by Section 6.02(i) or (j)hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or its interest in particular types or items of property property, or to release any Loan Party from its obligations under the applicable Collateral Documents and other Loan Documents pursuant to this Section 11.11. In each case as specified in this Section 11.11, the Administrative Agent is authorized, at the Loan Parties’ 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 Liens granted under the applicable Collateral Documents, or to release such Loan Party from its obligations under the applicable Collateral Documents and other Loan Documents, in each case in accordance with this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives terms of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under Loan Documents and this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 11.11.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release The Lenders irrevocably authorize and direct the Administrative Agent: (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) to release any Lien on any property Property granted to or held by the Collateral Administrative Agent under any Loan Credit Document (i) upon termination of the Term Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations), (ii) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (iii) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property Property granted to or held by the Collateral such Agent under any Loan Credit Document to the holder of any Lien on such property Property that is permitted described under clause (c) of the definition of Permitted Lien and permitted by Section 6.02(i6.2; and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination or (j)release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrower’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral such Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, discretion (subject to the Intercreditor Agreement), (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement Guaranty (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 Required Lenders; (b) to release or direct the Collateral Agent to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold as a part of or in connection with any sale permitted hereunder or under any other Loan Document or (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; and (bc) to subordinate any Lien on in any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by under Section 6.02(i) or (j)7.01. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or as items of property in accordance with or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 9.10.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Property granted to or held by the Collateral Administrative Agent under any Loan Credit Document if approved(i) upon termination of the Aggregate Revolving Commitments and payment in full of all Obligations (other than contingent indemnification obligations) 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), authorized (ii) that is transferred or ratified to be transferred as part of or in writing connection with any Divestiture permitted hereunder or under any other Credit Document or any Involuntary Divestiture, or (iii) as approved in accordance with Section 9.08, or pursuant to Section 9.18, and 11.6; (b) to subordinate any Lien on any property Property granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Property that is permitted by Section 6.02(iclause (i) or of the definition of “Permitted Liens”; and (j)c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Property, or to release any Guarantor from its obligations under the Guaranty, pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 10.10.

Collateral and Guaranty Matters. (a) The Lenders and the L/C Issuer Bank Product Providers irrevocably authorize and direct the Collateral Administrative Agent, at its option and in its discretion, : (ai) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4 (including, without limitation, entering into the Consent to Sale of Receivables in substantially the form attached hereto as Exhibit 8.10), or (C) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Collateral that is permitted by Section 6.02(i6.2; and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination or (j)release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrowers’ expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, : (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon the termination of all Revolving Commitments and the payment in full of all Obligations (other than and indemnities and other contingent obligations not then due and payable and as to which no claim has been made), (ii) 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 (iii) if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and 10.2; and (b) to subordinate any Lien on any property granted to or held by the Collateral Agent under release any Loan Document Party from its obligations under the applicable Collateral Documents if such Person ceases to the holder be a Subsidiary as a result of any Lien on such property that is a transaction permitted by Section 6.02(i) or (j)hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or its interest in particular types or items of property property, or to release any Loan Party from its obligations under the applicable Collateral Documents pursuant to this Section. In each case as specified in this Section, the Administrative Agent is authorized, at the 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 Liens granted under the applicable Collateral Documents, or to release such Loan Party from its obligations under the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Credit Document (i) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations), (ii) that is sold, transferred or otherwise disposed or to be sold, transferred or otherwise disposed as part of or in connection with any transfer permitted hereunder or under any other Credit Document, (iii) subject to Section 11.6, if approved, authorized or ratified in writing by the Requisite Lenders, or (iv) in accordance with Section 9.08, or pursuant to Section 9.18, and the terms of the Intercreditor Agreement (b) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property that is permitted by Section 6.02(iclause (vii), (viii) or (j)xix) of the definition of Permitted Liens; 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; and (d) (i) enter into the Intercreditor Agreement and (ii) to subordinate or release any Lien on any property granted to or held by the Administrative Agent under any Credit Document in accordance with the terms of the Intercreditor Agreement. Upon request by the Collateral Administrative Agent at any time, the Required Requisite Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 10.10.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, , (ai) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document if the Permitted Second Priority Liens are also so released, or (iii) if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant 9.2; (ii) to Section 9.18, and release any Borrower from its obligations hereunder if such Person ceases to be a Subsidiary of Parent Borrower as a result of a transaction permitted hereunder; and (biii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i) or (j3.2(a)(iii). Upon request by the Collateral Agent at any time, the Required Requisite Lenders will confirm in writing the Collateral Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property property, or to release any Borrower from its obligations hereunder. In each case as specified in this Section 8.2(j), the Agent will, at Borrowers’ expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Borrower from its obligations, in each case in accordance with this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives terms of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under Loan Documents and this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 8.2(j).

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release The Lenders, the Swingline Lender, the Bank Product Provider, and the Hedge Provider irrevocably authorize and direct the Administrative Agent: (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) to release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Document (A) upon termination of the Commitments and payment in full of all Obligations (other than contingent indemnification obligations), (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 8.3(b)(i) or Section 12.12, or (C) if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property Collateral that is permitted by Section 6.02(i12.2 (or all lenders, as applicable); and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination or (j)release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Person, at the Borrowers’ expense, all documents that the applicable Person shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent and the Collateral Agent, at its option and in its discretion, as applicable, (ai) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Agent under any Loan Credit Document (A) upon payment in full of all Obligations (other than contingent indemnification obligations and expense reimbursement obligations not yet due and payable), and (B) that is sold or to be sold to a Person that is not a Credit Party as part of or in connection with any sale permitted hereunder or (C) subject to Section 13.12, if approved, authorized or ratified in writing in accordance with Section 9.08by the Required Lenders; (ii) at the request of the Borrower, or pursuant to Section 9.18, and (b) to subordinate any Lien on any property granted to or held by the Collateral Agent or Administrative Agent under any Loan Credit Document to the holder of any Lien on such property that is permitted by Section 6.02(i10.01(vi), (vii) or and (jxiv); and (iii) to release any Guarantor from its obligations under the Credit Party Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s ’s, as applicable, authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with property, or to release any Guarantor from its obligations under the Credit Party Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 12.11.

Collateral and Guaranty Matters. (a) The Lenders and the L/C Issuer Bank Product Providers irrevocably authorize and direct the Collateral Administrative Agent, at its option and in its discretion, : (ai) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (or the cash collateralization thereof), (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4 or (C) subject to Section 10.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Collateral that is permitted by Section 6.02(i6.2; and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor (for any reason other than such Guarantor no longer being a Material Subsidiary) as a result of a transaction permitted hereunder. (b) In connection with a termination or (j)release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrower's expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer Issuers irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) 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 (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i7.02(d)(i) or (jd)(iii) (it being understood that the Administrative Agent may conclusively rely on a certificate from any Borrower in determining whether the Debt secured by any such Lien is permitted by Section 7.01(b)); and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. Each Lender hereby authorizes the Administrative Agent to give blockage notices in accordance connection with this Section. The any Subordinated Debt at the direction of Required Lenders and the L/C Issuer irrevocably agree agrees that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted it will not act unilaterally to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any deliver such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Partiesnotices.

Collateral and Guaranty Matters. (a) The Lenders and the L/C Issuer Bank Product Provider irrevocably authorize and direct the Collateral Administrative Agent, at its option and in its discretion, : (ai) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than 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, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, (C) as contemplated by Section 5.5(d) or (CD) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Collateral that is permitted by Section 6.02(i6.2; and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination or (j)release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrowers’ expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release The Lenders irrevocably authorize and direct the Administrative Agent: (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) to release any Lien on any property Property granted to or held by the Collateral Administrative Agent under any Loan Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Collateral that is permitted by Section 6.02(i6.2; and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination or (j)release pursuant to this Section 8.11, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrower’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral such Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 8.11.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release The Lenders irrevocably authorize and direct the Administrative Agent: (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) to release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (A) upon termination of the Revolving Commitments and payment in full of all Obligations (other than 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), (B) subject to Section 10.1, if approved, authorized or ratified in writing in accordance with Section 9.08, by the Required Lenders or (C) upon a prepayment by the Borrowers pursuant to Section 9.182.5(b)(vi); provided there is no Default, Event of Default or any mandatory prepayment due or to become due upon such release or upon the expiration of the applicable time period under Section 2.5 and subject to the provisions of Section 2.5(c). (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Collateral that is permitted by Section 6.02(i6.2; and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination or (j)release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrowers’ expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer Issuing Lender irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Total Revolving Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) 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 (iii) subject to Section 10.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i7.3(h); and (c) to release any Guarantor from its obligations under the Guarantee Agreement and to release any Person from its obligations as a grantor under the Pledge and Security Agreement or (j)a pledgor under the Pledge Agreement, as the case may be, if such Person ceases to be a Subsidiary and the assets thereof are released from a Lien hereunder, in each case as a result of a transaction or transactions permitted hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with property, or to release any Guarantor from its obligations under the Guarantee Agreement pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 9.11.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably agree to authorize the Collateral Agent, at its option and in its discretion, (a) Administrative Agent to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon payment in full of all Obligations, (ii) 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 (iii) if approved, authorized or ratified in writing in accordance with Section 9.0810.2. Lenders understand that time is of the essence in agreeing to release Collateral, so if any Lender fails to respond (either affirmatively or pursuant negatively -- with consent not to Section 9.18, and (bbe unreasonably withheld) with respect to subordinate any request to release any Lien on any property granted within five (5) Business Days of notice by Borrower hereunder, the Lender shall be deemed to or held by the Collateral have approved such release and unless another Lender shall have objected to such release, Administrative Agent under any Loan Document to the holder of any Lien on shall then promptly release such property that is permitted by Section 6.02(i) or (j)Lien. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or its interest in particular types or items of property property, or to release any Loan Party from its obligations under the applicable Collateral Documents pursuant to this Section. In each case as specified in this Section, the Administrative Agent is authorized, at the 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 Liens granted hereunder or under the applicable Collateral Documents, or to release such Loan Party from its obligations under the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release The Lenders irrevocably authorize and direct the Administrative Agent: (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) to release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (i) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4 or (iii) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Collateral that is permitted by Section 6.02(i6.2; (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder; and (iv) as provided in Sections 4.1(d)(viii), 4.1(d)(ix) and 4.1(e), to release any Lien on any Collateral granted to or held by the Administrative Agent with respect to any prior Indebtedness. (j)b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrower’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, : (a) to transfer or release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted Collateral (i) upon termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnification obligations for which no claim has been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and the L/C Issuer shall have been made), (ii) in accordance with Sections 5.03(e) or held by the Collateral Agent under any Loan Document 6.05 hereof, or (iii) subject to Section 13.01, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by Required Lenders; and (b) to subordinate release any Lien on any property granted Subsidiary Guarantor from its obligations under its Credit Facility Guaranty if such Person ceases to or held by the Collateral Agent under any Loan Document be required to the holder of any Lien on such property that is permitted by be a Guarantor pursuant to Section 6.02(i) or (j5.03(e). Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or its interest in particular types or items of property property, or to release any Subsidiary Guarantor from its obligations under the Credit Facility Guaranty executed by such Subsidiary Guarantor pursuant to this Section 12.10. Administrative Agent will, at Xxxxxxxx’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 Subsidiary Guarantor from its obligations under the Credit Facility Guaranty, in each case in accordance with this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives terms of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under Loan Documents and this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 12.10.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release The Lenders irrevocably authorize and direct the Administrative Agent: (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) to release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of, or in connection with, any sale or other disposition permitted under Section 6.4, (C) subject to Section 10.1, if approved, authorized or ratified in writing in accordance with Section 9.08, by the Required Lenders or pursuant to Section 9.18, and (bD) if otherwise required or permitted under any Credit Document; (ii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Collateral that is permitted by Section 6.02(i6.2; and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination or (j)release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrowers’ expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Each of the Lenders and irrevocably authorizes the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (ai) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) or re-assign any Lien on any property granted to or held by the Collateral Agent under any Loan Document if approved, authorized (including any Mortgaged Property and any rights or ratified agreements under any Subordination Agreement relating to any Mortgaged Property) upon the indefeasible payment in writing full of all Obligations in accordance with Section 9.08this Agreement (other than indemnification and other contingent obligations, or in each case, not then due and owing) and (ii) so long as no Event of Default has occurred and the Agent has received the applicable Lease Proceeds, to subordinate the Liens of the Agent on the applicable Subordinated Property to the Lessee pursuant to Section 9.18, and (b) to subordinate any Lien on any property granted to or held by Article II of the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i) or (j)Second Amendment. Upon request by any Loan Party for the Collateral Agent at any timerelease, the re-assignment or subordination contemplated above, Required Lenders will shall confirm in writing the Collateral Agent’s authority to release a Guarantor from the Guarantee Agreement release, re-assign or subordinate its interest in particular types or items of property in accordance with the Subordinated Property pursuant to this SectionSection 8.10 and direct the Agent to enter into the applicable documentation, including any such Subordination Agreement. The Loan Party that has granted the Collateral being subordinated will provide an officer’s certificate to the Agent certifying that the subordination of such Collateral complies with the terms of the Loan Documents. Upon receipt of such confirmation and direction of the Required Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into certification by the Collateral Agentapplicable Loan Party, shall be binding on the Secured PartiesAgent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party a Subordination Agreement to subordinate its interest in such item.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) 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), (ii) 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 (iii) subject to Section 11.01, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i8.01; (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 pursuant to Section 4.08; and (j)d) to the extent permitted by Section 4.06 and Section 4.08, release the Liens on the SunChamp Collateral, SunChamp JV Debt Collateral and the SunChamp Equity Interests contemplated by Section 4.06 or Section 4.08, as applicable. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or its interest in particular types or items of property in accordance with property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 10.10.

Collateral and Guaranty Matters. (a) The Lenders and the L/C Issuer Bank Product Provider irrevocably authorize and direct the Collateral Administrative Agent, at its option and in its discretion, : (ai) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than 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, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Collateral that is permitted by Section 6.02(i6.2; and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination or (j)release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the BorrowerBorrowers’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release The Lenders irrevocably authorize and direct the Administrative Agent: (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) to release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (i) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than 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, (ii) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (iii) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Collateral that is permitted by Section 6.02(i6.2; and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination or (j)release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrower's expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release The Lenders irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Revolving Commitments and payment in full of all Borrower or Guarantor Revolving Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (or the cash collateralization thereof) or (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted hereunder; (ii) to release the Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted Guaranty if such Person ceases to or held by the Collateral Agent under any Loan Document if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to subordinate any Lien on any property granted to or held by this Section 12, the Collateral Administrative Agent under any Loan Document shall promptly execute and deliver to the holder of any Lien on Borrower or Guarantor, at the Borrower’s expense, all documents that the Borrower or Guarantor shall reasonably request to evidence such property that is permitted by Section 6.02(i) termination or (j)release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release the Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 12.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer Issuers irrevocably authorize and direct the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Property of any member of the Consolidated Group granted to or held by the Collateral Administrative Agent under any Loan Credit Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations, (B) Obligations described in clause (b) of the definition thereof, and (C) Obligations described in clause (c) of the definition thereof) and the expiration or termination of all Letters of Credit, (ii) that is Disposed of or to be Disposed of as part of or in connection with any Permitted Disposition, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (b) to subordinate any Lien on any property Property of any member of the Consolidated Group granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Property that is permitted by Section 6.02(i8.01(c), (j) or (jk) or a Refinancing Lien relating thereto permitted under Section 8.01(r); 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 Collateral Administrative Agent or any Credit Party at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority of the Administrative Agent to release a any Guarantor from the Guarantee Agreement or its interest in particular types or items of property in accordance with obligations hereunder pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 10.10.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, : (a) to transfer or release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted Collateral (i) upon termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnification obligations for which no claim has been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and the L/C Issuer shall have been made), (ii) in accordance with Sections 5.03(e) or held by the Collateral Agent under any Loan Document 6.05 hereof, or (iii) subject to Section 13.01, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by Required Lenders; and (b) to subordinate release any Lien on any property granted Subsidiary Guarantor from its obligations under its Credit Facility Guaranty if such Person ceases to or held by the Collateral Agent under any Loan Document be required to the holder of any Lien on such property that is permitted by be a Guarantor pursuant to Section 6.02(i) or (j5.03(e). Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or its interest in particular types or items of property property, or to release any Subsidiary Guarantor from its obligations under the Credit Facility Guaranty executed by such Subsidiary Guarantor pursuant to this Section 12.10. Administrative Agent will, at 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 Subsidiary Guarantor from its obligations under the Credit Facility Guaranty, in each case in accordance with this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives terms of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under Loan Documents and this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 12.10.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Commitment and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection with any Disposition permitted hereunder or under any other Loan Document, (iii) if approved, authorized or ratified in writing in accordance with by the Requisite Lenders (or, to the extent required by Section 9.0812.2, all of the Lenders), or pursuant (iv) which is subject to Section 9.18, and a Lien in favor of the holder of Purchase Money Obligations incurred following the Closing Date in conformity with the provisions of this Agreement; (b) to subordinate release any Sibling Guarantor from its obligations under the Sibling Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder and to correspondingly release any equity securities of that Sibling Guaranty which are pledged to the Administrative Agent; and (c) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document to Excess Land in the holder of any Lien on such property that is permitted manner contemplated by Section 6.02(i) or (j)9.3. Upon request by the Collateral Administrative Agent at any time, the Required Requisite Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with property, or to release any Sibling Guarantor from its obligations under the Sibling Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Property granted to or held by the Collateral Administrative Agent under any Loan Document if approved(i) upon termination of the Aggregate Revolving Commitments and payment in full of the Obligations (other than contingent indemnification obligations) 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), authorized (ii) that is transferred or ratified to be transferred as part of or in writing connection with any Disposition permitted hereunder or under any other Loan Document or any Involuntary Disposition, or (iii) as approved in accordance with Section 9.08, or pursuant to Section 9.18, and 11.01; (b) to subordinate any Lien on any property Property granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property Property that is permitted by Section 6.02(i8.01(i); (c) or 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; and (j)d) perform its obligations under each Intercreditor Agreement. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Property, or to release any Guarantor from its obligations under the Guaranty, pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 10.10.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, : (ai) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Term Loan Document (A) upon termination of the Commitments and payment in full of all Term Loan Obligations (other than contingent indemnification obligations), (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Term Loan Document, (C) required to be released pursuant to the Intercreditor Agreement or (D) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property granted to or held by the Collateral Administrative Agent under any Term Loan Document (A) to the holder of any Lien on such property securing Indebtedness that is permitted by Section 6.02(iclauses (a)(i), (a)(v) and (a)(vi) of the definition of “Permitted Indebtedness” or (j)B) pursuant to the Intercreditor Agreement; and (iii) to release any Guarantor from its obligations under the Guaranty and the applicable Collateral Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 9.11.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release The Lenders irrevocably authorize and direct the Administrative Agent: (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) to release any Lien on any property Property granted to or held by the Collateral Administrative Agent under any Loan Credit Document (A) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Collateral that is permitted by Section 6.02(i6.2; and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination or (j)release pursuant to this Section 8.12, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrower’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral such Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 8.12.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer Issuers irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, : (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document if approved(i) upon termination of the Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, authorized (ii) that is transferred or ratified to be transferred as part of or in writing connection with any Disposition, or (iii) as approved in accordance with Section 9.08, or pursuant to Section 9.18, and 10.01; and (b) to subordinate any Lien on any property granted to or held by release the Collateral Agent Guarantor from its obligations under any Loan Document to the holder of any Lien on such property that is permitted by Guaranty as approved in Section 6.02(i) or (j)10.01. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance property, or to release the Guarantor from its obligations under the Guaranty, pursuant to this Section 9.10. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with this Sectionany other Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the L/C Issuer irrevocably agree that acts or omissions of, or (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives except as otherwise set forth herein in case of the holders Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf of Indebtedness that is permitted the Lenders to be secured by a Junior Lien enforce the payment of the principal of and interest on any Loan after the Collateral that is permitted under date such principal or interest has become due and payable pursuant to the terms of this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Total Commitment and payment in full of all obligations to the Administrative Agent and the Lenders (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) 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 (iii) subject to Section 8.09, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; and (b) to subordinate release any Lien on any property granted Guarantor from its obligations under the Subsidiary Guaranty if such Person ceases to or held by be a Subsidiary as a result of a transaction permitted hereunder. The Lenders and the Issuing Banks acknowledge that Section 5.12 of the Intercreditor Agreement provides for the automatic release of Collateral in certain specified circumstances and authorizes the Collateral Agent under any Loan Document to release Collateral in certain specified circumstances. With respect to the holder release of any Lien on such property that is permitted by Collateral, in the event of any conflict with the terms hereof and the terms of said Section 6.02(i) or (j)5.12 of the Intercreditor Agreement, the terms of Section 5.12 of the Intercreditor Agreement shall control. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with property, or to release any Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured PartiesSection 7.10.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release The Lenders irrevocably authorize and direct the Administrative Agent: (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) to release any Lien on any property Property granted to or held by the Collateral Administrative Agent under any Loan Credit Document (A) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than Unasserted Obligations to which the Adminstrative Agent has no actual knowledge thereof) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property Property granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Property that is permitted by Section 6.02(i6.2; and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted by Section 6.4(c)(ii). (b) In connection with a termination or (j)release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrowers’ expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) Lenders irrevocably authorize and direct Administrative Agent (and the Hedging Agreement Providers are deemed to release have so authorized and directed): (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) to release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Document (A) upon payment in full of all Secured Obligations (other than 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), (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 5.2.10, or (C) subject to Section 10.38, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by Administrative Agent; (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Document to the holder of any Lien on such property Collateral that is a Permitted Lien; and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted by Section 6.02(ihereunder. (b) In connection with a termination or (j)release pursuant to this Section, Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at Borrower’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. (a) The Lenders and the L/C Issuer Bank Product Provider irrevocably authorize and direct the Collateral Agent, at its option and in its discretion, : (ai) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Collateral granted to or held by the Collateral Agent under any Loan Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than 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, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.29, or (C) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant by the Required Lenders; (ii) to Section 9.18, and release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to subordinate any Lien on any property granted to or held by this Section, the Collateral Agent under any Loan Document shall promptly execute and deliver to the holder of any Lien on Company, at the Company’s expense, all documents that the Company shall reasonably request to evidence such property that is permitted by Section 6.02(i) termination or (j)release. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. (a) The Lenders and the L/C Issuer Bank Product Provider irrevocably authorize and direct the Collateral Administrative Agent, at its option and in its discretion, : (ai) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property that is securing purchase money Indebtedness and Capital Lease Obligations as permitted by Section 6.02(i6.2(c); and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination or (j)release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrower’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.

Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release The Lenders irrevocably authorize and direct the Administrative Agent: (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) to release any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document (i) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4 and Section 6.12 or (iii) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 9.08, or pursuant to Section 9.18, and by the Required Lenders; (bii) to subordinate any Lien on any property Collateral granted to or held by the Collateral Administrative Agent under any Loan Credit Document to the holder of any Lien on such property Collateral that is permitted by Section 6.02(i6.2; (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder; and (iv) as provided in Sections 4.1(d)(viii), 4.1(d)(ix) and 4.1(e), to release any Lien on any Collateral granted to or held by the Administrative Agent with respect to any prior Indebtedness. (j)b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrower’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release a Guarantor from the Guarantee Agreement or subordinate its interest in particular types or items of property in accordance with Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. The Lenders and the L/C Issuer irrevocably agree that (x) the Collateral Agent may, without any further consent of any Lender, enter into or amend (i) the First Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties.