Common use of Collateral and Guarantee Matters Clause in Contracts

Collateral and Guarantee Matters. Lenders irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition of property being made in compliance with this Agreement); or (iii) subject to Section 11.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 11.1(a)(ii) hereof, to release any party from its guaranty under the Collateral Agreement (i) when all Obligations have been Paid in Full or (ii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 8.2(d) (it being understood that Agent may conclusively rely on a certificate from Australian Borrower in determining whether the Debt secured by any such Lien is permitted by Section 8.1(c)). Upon request by Agent at any time, Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral, or Guarantors, pursuant to this Section 10.10. Agent shall release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that (x) to the extent that the terms “sold” or “disposed of” or terms correlative thereto include or are deemed to include any lease, license or other transfer pursuant to which any right, title or interest in the applicable asset is retained by any Loan Party (including any transfer of any asset from a Loan Party to another Loan Party), such Lien on such retained right, title or interest is not required to be released in connection with such permitted sale or disposition unless approved in accordance with this Section 10.10 and Section 11.1 and (y) Agent may conclusively rely without further inquiry on a certificate of an officer of any Loan Party as to the sale or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 11.1, if directed to do so in writing by Required Lenders. In furtherance of the foregoing, Agent agrees to execute and deliver to Australian Borrower, at the Loan Parties’ expense, such termination and release documentation as the Loan Parties may reasonably request (which shall in any event provide that any transfer by Agent shall be without recourse and without representation or warranty of any kind, express or implied) to evidence a Lien release that occurs pursuant to terms of this Section 10.10.

Collateral and Guarantee Matters. (a) Each of the Lenders (including in its capacities as a potential Bank Product Provider) and the Issuing Banks irrevocably authorize Agent, at its option and in its discretion, the Administrative Agent (awithout requirement of notice to or consent of any Lender except as expressly required by Section 10.1): (i) to release any Lien on any property granted to or held by the Administrative Agent under any Collateral Loan Document (i1) when all Obligations have been Paid in Full; (ii) constituting at the time the property sold subject to such Lien is Disposed of or to be sold or disposed Disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Loan Document to any Person other than a Loan Party, (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition of property being made in compliance with this Agreement); or (iii2) subject to Section 11.110.1, if the release of such Lien is approved, authorized or ratified in writing by Required Lendersthe Majority Facility Lenders with respect to Liens securing the Finance Obligations under a particular Facility, (3) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Guarantee or (4) that constitutes Excluded Assets; (ii) to release or subordinate, as expressly permitted hereunder, any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement to the extent required by the holder of, or pursuant to the terms of any agreement governing, the obligations secured by such Liens; (iii) to release any Guarantor from its obligations under the Guarantee if such Person (x) ceases to be a Restricted Subsidiary or becomes an Excluded Domestic Subsidiary or Non-Guarantor Subsidiary as a result of a transaction or designation permitted hereunder, (y) with respect to the U.S. Guarantee, becomes a Foreign Subsidiary, or (z) with respect to the Canadian Guarantee, ceases to be organized under the laws of Canada, or any province or territory thereof]; and (iv) to release any Collateral or Guarantor Obligations to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1. (b) notwithstanding Section 11.1(a)(ii) hereofUpon request by the Administrative Agent at any time, the Majority Facility Lenders under any Facility will confirm in writing the Administrative Agent’s authority to release any party or subordinate its interest in particular types or items of property, or to release (pursuant to clause (a) above) a Guarantor from its guaranty obligations under its Guarantee. (c) At such time as the Loans, the Reimbursement Obligations and the other Finance Obligations (other than contingent obligations for which no claim has been made) under any Facility shall have been satisfied by payment in full in immediately available funds, the Commitments thereunder have been terminated and no Letters of Credit thereunder shall be outstanding or all outstanding Letters of Credit thereunder have been Collateralized, the Collateral Agreement securing the Finance Obligations under such Facility shall be automatically released from the Liens created by the relevant Security Documents, and such Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Group Member under such Security Documents shall automatically terminate, all without delivery of any instrument or performance of any act by any Person. (d) If (i) when all Obligations have been Paid in Full a Guarantor was released from its obligations under a Guarantee or (ii) if the Collateral was released from the assignment and security interest granted under any Security Document (or the interest in such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder item subordinated), the Administrative Agent will (including by consent, waiver or amendment and it being agreed each Lender irrevocably authorizes the Administrative Agent to) execute and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as deliver to the sale relevant Loan Party such documents as such Loan Party may reasonably request to evidence the release of such Guarantor from its obligations under its Guarantee, the release of such item of Collateral from the assignment and security interest granted under the relevant Security Documents or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. (e) If as a result of any Collateral to transaction not prohibited by this Agreement (i) any holder U.S. Guarantor becomes an Excluded Domestic Subsidiary or a Foreign Subsidiary, then (x) such U.S. Guarantor’s Guarantee shall be automatically released, and (y) the Capital Stock of such Guarantor (other than 65% of the total outstanding Capital Stock of a Lien on CFC Holdco or Foreign Subsidiary that, in each case, is directly owned by a U.S. Borrower or a U.S. Guarantor) shall be automatically released from the security interests created by the Loan Documents, (ii) any CFC Holdco or any Foreign Subsidiary ceases to be directly owned by a U.S. Borrower or U.S. Guarantor, then the Capital Stock of such Collateral which is permitted Subsidiary shall be automatically released from any security interests created by Section 8.2(d) (it being understood that Agent may conclusively rely on a certificate from Australian Borrower in determining whether the Debt secured by any such Lien is permitted by Section 8.1(c)). Upon request by Agent at any time, Lenders will confirm in writing Agent’s authority to releaseLoan Documents, or subordinate its interest in(iii) any Canadian Loan Party becomes disregarded as separate from any U.S. Loan Party or Domestic Subsidiary for U.S. federal income tax purposes, particular types (x) any Canadian Guarantee provided by a CFC Holdco or items a Foreign Subsidiary that is a CFC shall be automatically released with respect to the obligations of Collateralsuch Canadian Loan Party, and (y) the Capital Stock of any CFC Holdco or GuarantorsForeign Subsidiary that is a CFC (other than 65% of the total outstanding Capital Stock of a CFC Holdco or Foreign Subsidiary that, in each case, is directly owned by a U.S. Borrower or a U.S. Guarantor) shall be automatically released from any security interests created by the Loan Documents with respect to the obligations of such Canadian Loan Party. In connection with any termination or release pursuant to this Section 10.10. Agent shall release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that (x) to the extent that the terms “sold” or “disposed of” or terms correlative thereto include or are deemed to include any lease, license or other transfer pursuant to which any right, title or interest in the applicable asset is retained by any Loan Party (including any transfer of any asset from a Loan Party to another Loan Party9.10(e), such Lien on such retained right, title or interest is not required to be released in connection with such permitted sale or disposition unless approved in accordance with this Section 10.10 the Administrative Agent and Section 11.1 and (y) Agent may conclusively rely without further inquiry on a certificate of an officer of any Loan Party as to the sale or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 11.1, if directed to do so in writing by Required Lenders. In furtherance of the foregoing, Agent agrees to applicable Lender shall promptly execute and deliver to Australian Borrowerany Loan Party, at the such Loan Parties’ Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and release documentation as the Loan Parties may reasonably request (which shall in any event provide that any transfer by Agent delivery of documents pursuant to this Section 9.10(e) shall be without recourse and without representation to or warranty of by the Administrative Agent or any kind, express or implied) to evidence a Lien release that occurs pursuant to terms of this Section 10.10Lender.

Collateral and Guarantee Matters. Each of the Lenders (including in its capacities as a potential holder of Bank Product Obligations) and the L/C Issuer irrevocably authorize Agent, the Administrative Agent to and upon the commercially reasonable request of the Borrower Representative (and at its option sole cost and in its discretionexpense) with reasonable advance notice, the Administrative Agent hereby agrees, (a) to release any Lien on any property granted to or held by the Administrative Agent under any Collateral Loan Document (i) when upon termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than contingent indemnification obligations for which no claim has then been asserted), 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 Paid in Full; made), (ii) constituting property that is sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (including by consentother than sales among Credit Parties), waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition of property being made in compliance with this Agreement); or (iii) subject to Section 11.110.01, if approved, authorized or ratified in writing by the Required Lenders; ; (b) notwithstanding to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 11.1(a)(ii7.02(a) hereof, or on assets permitted to be sold pursuant to Section 7.05(b)(v); (c) to release any party Guarantor from its guaranty obligations under the Security Documents and release any related Collateral Agreement (i) when all Obligations have been Paid in Full or (ii) if such party was sold or is Person ceases to be sold or disposed a Subsidiary as a result of as part of or a transaction permitted by Section 7.05; and (d) in connection with any disposition permitted hereunder replacement or refinancing of the Second Lien Debt pursuant to a Permitted Refinancing, enter into a Second Lien Intercreditor Agreement referred to in clause (including by consent, waiver ii) of the definition thereof; (e) in connection with any replacement or amendment and it being agreed and understood refinancing of the credit agreement referred to in clause (i) of the definition of Canadian Documents that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 8.2(d7.02, enter into a Canadian Intercreditor Agreement referred to in clause (ii) (it being understood that Agent may conclusively rely on a certificate from Australian Borrower in determining whether of the Debt secured by any such Lien is permitted by Section 8.1(c))definition thereof. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release, release or subordinate its interest in, in particular types or items of Collateralproperty, or Guarantors, to release any Guarantor from its obligations under the Guarantees pursuant to this Section 10.10. Agent shall release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that (x) to the extent that the terms “sold” or “disposed of” or terms correlative thereto include or are deemed to include any lease, license or other transfer pursuant to which any right, title or interest in the applicable asset is retained by any Loan Party (including any transfer of any asset from a Loan Party to another Loan Party), such Lien on such retained right, title or interest is not required to be released in connection with such permitted sale or disposition unless approved in accordance with this Section 10.10 and Section 11.1 and (y) Agent may conclusively rely without further inquiry on a certificate of an officer of any Loan Party as to the sale or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 11.1, if directed to do so in writing by Required Lenders. In furtherance of the foregoing, Agent agrees to execute and deliver to Australian Borrower, at the Loan Parties’ expense, such termination and release documentation as the Loan Parties may reasonably request (which shall in any event provide that any transfer by Agent shall be without recourse and without representation or warranty of any kind, express or implied) to evidence a Lien release that occurs pursuant to terms of this Section 10.109.10.

Collateral and Guarantee Matters. Lenders consent and irrevocably authorize Agent, at its option and in its discretion, Agent (a) to release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in FullFull and the Revolving Loan Commitments have been terminated; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Administrative Borrower as to the sale or other disposition of property being made in compliance with this Agreement); or (iii) subject to Section 11.110.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 11.1(a)(ii10.1(a)(ii) hereof, hereof to release any party from its guaranty under the Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full and the Revolving Loan Commitments have been terminated, or (ii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Administrative Borrower as to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (d)(i) or (d)(iii) of Section 8.2(d) 7.2 (it being understood that Agent may conclusively rely on a certificate from Australian Administrative Borrower in determining whether the Debt secured by any such Lien is permitted by Section 8.1(c7.1(b)). Upon request by Agent at any time, Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral, or Guarantors, Collateral pursuant to this Section 10.10. Agent shall release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that (x) to the extent that the terms “sold” or “disposed of” or terms correlative thereto include or are deemed to include any lease, license or other transfer pursuant to which any right, title or interest in the applicable asset is retained by any Loan Party (including any transfer of any asset from a Loan Party to another Loan Party), such Lien on such retained right, title or interest is not required to be released in connection with such permitted sale or disposition unless approved in accordance with this Section 10.10 and Section 11.1 and (y) Agent may conclusively rely without further inquiry on a certificate of an officer of any Loan Party as to the sale or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 11.1, if directed to do so in writing by Required Lenders. In furtherance of the foregoing, Agent agrees to execute and deliver to Australian Borrower, at the Loan Parties’ expense, such termination and release documentation as the Loan Parties may reasonably request (which shall in any event provide that any transfer by Agent shall be without recourse and without representation or warranty of any kind, express or implied) to evidence a Lien release that occurs pursuant to terms of this Section 10.109.10.

Collateral and Guarantee Matters. Lenders L▇▇▇▇▇▇ irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition of property being made in compliance with this Agreement); or (iii) subject to Section 11.110.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 11.1(a)(ii10.1(a)(ii) hereof, hereof to release any party from its guaranty under the Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full or (ii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 8.2(d7.2(d) (it being understood that Agent may conclusively rely on a certificate from Australian Borrower in determining whether the Debt secured by any such Lien is permitted by Section 8.1(c)7.1). Upon request by Agent at any time, Lenders L▇▇▇▇▇▇ will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral, or Guarantors, Collateral pursuant to this Section 10.109.10. Agent shall release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that (x) to the extent that the terms “sold” or “disposed of” or terms correlative thereto include or are deemed to include any lease, license or other transfer pursuant to which any right, title or interest in the applicable asset is retained by any Loan Party (including any transfer of any asset from a Loan Party to another Loan Party), such Lien on such retained right, title or interest is not required to be released in connection with such permitted sale or disposition unless approved in accordance with this Section 10.10 and Section 11.1 and (y) Agent may conclusively rely without further inquiry on a certificate of an officer of any Loan Party Borrower as to the sale or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 11.110.1, if directed to do so in writing by Required Lenders. In furtherance of the foregoing, Agent agrees to execute and deliver to Australian BorrowerB▇▇▇▇▇▇▇, at the Loan Parties’ Borrower’s expense, such termination and release documentation as the Loan Parties Borrower may reasonably request (which shall in any event provide that any transfer by Agent shall be without recourse and without representation or warranty of any kind, express or implied) to evidence a Lien release that occurs pursuant to terms of this Section 10.109.10.

Collateral and Guarantee Matters. Lenders consent and irrevocably authorize Agent, at its option and in its discretion, Agent (a) to release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in FullFull and the Revolving Loan Commitments have been terminated; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder or under the Intercreditor Agreement (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Administrative Borrower as to the sale or other disposition of property being made in compliance with this Agreement); or (iii) subject to Section 11.110.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 11.1(a)(ii10.1(a)(ii) hereof, hereof to release any party from its guaranty under the Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full Full, or (ii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Administrative Borrower as to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (d)(i) or (d)(iii) of Section 8.2(d) 7.2 or as otherwise required by the Intercreditor Agreement (it being understood that Agent may conclusively rely on a certificate from Australian Administrative Borrower in determining whether the Debt secured by any such Lien is permitted by Section 8.1(c7.1(b)). Upon request by Agent at any time, Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral, or Guarantors, Collateral pursuant to this Section 10.10. Agent shall release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that (x) to the extent that the terms “sold” or “disposed of” or terms correlative thereto include or are deemed to include any lease, license or other transfer pursuant to which any right, title or interest in the applicable asset is retained by any Loan Party (including any transfer of any asset from a Loan Party to another Loan Party), such Lien on such retained right, title or interest is not required to be released in connection with such permitted sale or disposition unless approved in accordance with this Section 10.10 and Section 11.1 and (y) Agent may conclusively rely without further inquiry on a certificate of an officer of any Loan Party as to the sale or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 11.1, if directed to do so in writing by Required Lenders. In furtherance of the foregoing, Agent agrees to execute and deliver to Australian Borrower, at the Loan Parties’ expense, such termination and release documentation as the Loan Parties may reasonably request (which shall in any event provide that any transfer by Agent shall be without recourse and without representation or warranty of any kind, express or implied) to evidence a Lien release that occurs pursuant to terms of this Section 10.109.10.

Collateral and Guarantee Matters. Lenders consent and irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in FullFull and the Revolving Loan Commitments have been terminated; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition of property being made in compliance with this Agreement); or (iii) subject to Section 11.110.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 11.1(a)(ii10.1(a)(ii) hereof, hereof to release any party from its guaranty under the Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full and the Revolving Loan Commitments have been terminated, or (ii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (d)(i) or (d)(iii) of Section 8.2(d) 7.2 (it being understood that Agent may conclusively rely on a certificate from Australian Borrower in determining whether the Debt secured by any such Lien is permitted by Section 8.1(c7.1(b)). Upon request by Agent at any time, Required Lenders or all Lenders, as applicable, will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral, or Guarantors, Collateral pursuant to this Section 10.10. Agent shall release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that (x) to the extent that the terms “sold” or “disposed of” or terms correlative thereto include or are deemed to include any lease, license or other transfer pursuant to which any right, title or interest in the applicable asset is retained by any Loan Party (including any transfer of any asset from a Loan Party to another Loan Party), such Lien on such retained right, title or interest is not required to be released in connection with such permitted sale or disposition unless approved in accordance with this Section 10.10 and Section 11.1 and (y) Agent may conclusively rely without further inquiry on a certificate of an officer of any Loan Party as to the sale or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 11.1, if directed to do so in writing by Required Lenders. In furtherance of the foregoing, Agent agrees to execute and deliver to Australian Borrower, at the Loan Parties’ expense, such termination and release documentation as the Loan Parties may reasonably request (which shall in any event provide that any transfer by Agent shall be without recourse and without representation or warranty of any kind, express or implied) to evidence a Lien release that occurs pursuant to terms of this Section 10.109.10.

Collateral and Guarantee Matters. Lenders ▇▇▇▇▇▇▇ irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition of property being made in compliance with this Agreement); or (iii) subject to Section 11.110.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 11.1(a)(ii10.1(a)(ii) hereof, hereof to release any party from its guaranty under the Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full or (ii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 8.2(d7.2(d) (it being understood that Agent may conclusively rely on a certificate from Australian Borrower in determining whether the Debt secured by any such Lien is permitted by Section 8.1(c)7.1). Upon request by Agent at any time, Lenders ▇▇▇▇▇▇▇ will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral, or Guarantors, Collateral pursuant to this Section 10.109.10. Agent shall release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that (x) to the extent that the terms “sold” or “disposed of” or terms correlative thereto include or are deemed to include any lease, license or other transfer pursuant to which any right, title or interest in the applicable asset is retained by any Loan Party (including any transfer of any asset from a Loan Party to another Loan Party), such Lien on such retained right, title or interest is not required to be released in connection with such permitted sale or disposition unless approved in accordance with this Section 10.10 and Section 11.1 and (y) Agent may conclusively rely without further inquiry on a certificate of an officer of any Loan Party Borrower as to the sale or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 11.110.1, if directed to do so in writing by Required Lenders. #155151395 In furtherance of the foregoing, Agent agrees to execute and deliver to Australian Borrower▇▇▇▇▇▇▇▇, at the Loan Parties’ Borrower’s expense, such termination and release documentation as the Loan Parties Borrower may reasonably request (which shall in any event provide that any transfer by Agent shall be without recourse and without representation or warranty of any kind, express or implied) to evidence a Lien release that occurs pursuant to terms of this Section 10.109.10.

Collateral and Guarantee Matters. Lenders Purchasers irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer a Responsible Officer of Australian Borrower the Companies as to the sale or other disposition of property being made in compliance with this Agreement); or (iii) subject to Section 11.110.1, if approved, authorized or ratified in writing by Required LendersPurchasers; (b) notwithstanding Section 11.1(a)(ii10.1(a)(ii) hereof, hereof to release any party from its guaranty under the Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full or (ii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer a Responsible Officer of Australian Borrower the Companies as to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (d)(i) or (d)(iii) of Section 8.2(d) 7.2 (it being understood that Agent may conclusively rely on a certificate from Australian Borrower a Responsible Officer of the Companies in determining whether the Debt secured by any such Lien is permitted by Section 8.1(c7.1(b)). Upon request by Agent at any time, Lenders Purchasers will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral, or Guarantors, Collateral pursuant to this Section 10.10. Agent shall release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that (x) to the extent that the terms “sold” or “disposed of” or terms correlative thereto include or are deemed to include any lease, license or other transfer pursuant to which any right, title or interest in the applicable asset is retained by any Loan Party (including any transfer of any asset from a Loan Party to another Loan Party), such Lien on such retained right, title or interest is not required to be released in connection with such permitted sale or disposition unless approved in accordance with this Section 10.10 and Section 11.1 and (y) Agent may conclusively rely without further inquiry on a certificate of an officer of any Loan Party as to the sale or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 11.1, if directed to do so in writing by Required Lenders. In furtherance of the foregoing, Agent agrees to execute and deliver to Australian Borrower, at the Loan Parties’ expense, such termination and release documentation as the Loan Parties may reasonably request (which shall in any event provide that any transfer by Agent shall be without recourse and without representation or warranty of any kind, express or implied) to evidence a Lien release that occurs pursuant to terms of this Section 10.109.10.

Collateral and Guarantee Matters. Each of the Lenders (including in its capacities as a potential holder of Bank Product Obligations) and the L/C Issuer irrevocably authorize Agent, the Administrative Agent to and upon the commercially reasonable request of the Borrower Representative (and at its option sole cost and in its discretionexpense) with reasonable advance notice, the Administrative Agent hereby agrees, (a) to release any Lien on any property granted to or held by the Administrative Agent under any Collateral Loan Document (i) when upon termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than contingent indemnification obligations for which no claim has then been asserted), 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 Paid in Full; made), (ii) constituting property that is sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (including by consentother than sales among Credit Parties), waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition of property being made in compliance with this Agreement); or (iii) subject to Section 11.110.01, if approved, authorized or ratified in writing by the Required Lenders; ; (b) notwithstanding to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 11.1(a)(ii7.02(a) hereof, or on assets permitted to be sold pursuant to Section 7.05(b)(v); (c) to release any party Guarantor from its guaranty obligations under the Security Documents and release any related Collateral Agreement (i) when all Obligations have been Paid in Full or (ii) if such party was sold or is Person ceases to be sold or disposed a Subsidiary as a result of as part of or a transaction permitted by Section 7.05; and (d) in connection with any disposition permitted hereunder replacement or refinancing of the Second Lien Debt pursuant to a Permitted Refinancing, enter into a Second Lien Intercreditor Agreement referred to in clause (including by consent, waiver ii) of the definition thereof; (e) in connection with any replacement or amendment and it being agreed and understood refinancing of the credit agreement referred to in clause (i) of the definition of Canadian Documents that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 8.2(d7.02, enter into a Canadian Intercreditor Agreement referred to in clause (ii) (it being understood that Agent may conclusively rely on a certificate from Australian Borrower in determining whether of the Debt secured by any such Lien is permitted by Section 8.1(c))definition thereof. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s 's authority to release, release or subordinate its interest in, in particular types or items of Collateralproperty, or Guarantors, to release any Guarantor from its obligations under the Guarantees pursuant to this Section 10.10. Agent shall release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that (x) to the extent that the terms “sold” or “disposed of” or terms correlative thereto include or are deemed to include any lease, license or other transfer pursuant to which any right, title or interest in the applicable asset is retained by any Loan Party (including any transfer of any asset from a Loan Party to another Loan Party), such Lien on such retained right, title or interest is not required to be released in connection with such permitted sale or disposition unless approved in accordance with this Section 10.10 and Section 11.1 and (y) Agent may conclusively rely without further inquiry on a certificate of an officer of any Loan Party as to the sale or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 11.1, if directed to do so in writing by Required Lenders. In furtherance of the foregoing, Agent agrees to execute and deliver to Australian Borrower, at the Loan Parties’ expense, such termination and release documentation as the Loan Parties may reasonably request (which shall in any event provide that any transfer by Agent shall be without recourse and without representation or warranty of any kind, express or implied) to evidence a Lien release that occurs pursuant to terms of this Section 10.109.10.

Collateral and Guarantee Matters. The Lenders consent and irrevocably authorize Agent, at its option and in its discretion, : (a) to release any Lien granted to or held by Agent under any Collateral Document Document: (i) when all Obligations have been Paid in Full; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition of property being made in compliance with this Agreement); or (iii) subject to Section 11.110.1, if approved, authorized or ratified in writing by Required Lenders; or (b) notwithstanding Section 11.1(a)(ii10.1(a)(ii) hereof, hereof to release any party from its guaranty under the Collateral Guarantee Agreement (i) when all Obligations have been Paid in Full Full, or (ii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 8.2(d) (it being understood that Agent may conclusively rely on a certificate from Australian Borrower in determining whether the Debt secured by any such Lien is permitted by Section 8.1(c)). Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral, or Guarantors, Collateral pursuant to this Section 10.10. Agent shall release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that (x) to the extent that the terms “sold” or “disposed of” or terms correlative thereto include or are deemed to include any lease, license or other transfer pursuant to which any right, title or interest in the applicable asset is retained by any Loan Party (including any transfer of any asset from a Loan Party to another Loan Party), such Lien on such retained right, title or interest is not required to be released in connection with such permitted sale or disposition unless approved in accordance with this Section 10.10 and Section 11.1 and (y) Agent may conclusively rely without further inquiry on a certificate of an officer of any Loan Party as to the sale or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 11.1, if directed to do so in writing by Required Lenders. In furtherance of the foregoing, Agent agrees to execute and deliver to Australian Borrower, at the Loan Parties’ expense, such termination and release documentation as the Loan Parties may reasonably request (which shall in any event provide that any transfer by Agent shall be without recourse and without representation or warranty of any kind, express or implied) to evidence a Lien release that occurs pursuant to terms of this Section 10.109.10.

Collateral and Guarantee Matters. (a) The Lenders irrevocably authorize the Collateral Agent, at its option and in its sole discretion, : (ai) to release any Lien on any property granted to to, or held by by, the Collateral Agent under any Collateral Loan Document (ix) when all on or after the date that the Obligations (other than contingent indemnity and expense reimbursement obligations as to which no claim has been made) have been Paid paid in Full; full, the Commitments have been terminated and the Letters of Credit have been terminated or Cash Collateralized, (iiy) constituting with respect to any property 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 (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to under the sale or other disposition of property being made in compliance with this Agreement); Loan Documents or (iii) subject to Section 11.1z), if approved, authorized or ratified in writing by the Required Lenders; Lenders (b) notwithstanding Section 11.1(a)(ii) hereof, to release any party from its guaranty under the Collateral Agreement (i) when all Obligations have been Paid in Full or such other number of Lenders as shall be required hereunder); (ii) if such party was sold to subordinate any Lien on any property granted to, or is to be sold or disposed of as part of or in connection with held by, the Collateral Agent under any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as Loan Document to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a any Lien on such Collateral which property that is permitted by Section 8.2(d6.02; and (iii) to release any Subsidiary from its obligations under the Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. (it being understood that Agent may conclusively rely on a certificate from Australian Borrower in determining whether the Debt secured by any such Lien is permitted by Section 8.1(c)). b) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing writing, the Collateral Agent’s authority to release, release or subordinate its interest in, in particular types or items of Collateralproperty, or Guarantors, to release any Subsidiary from its obligations under the Loan Documents pursuant to this Section 10.10. Agent shall release 8.10. (c) Except as otherwise expressly set forth herein or in the Pledge and Security Agreement, no Banking Services counterparty or Hedge Agreement counterparty that obtains the benefits of any Lien granted Guarantee pursuant to this Agreement or held any Collateral by Agent under virtue of the provisions hereof or of any Collateral Document (i) when all Obligations shall have been Paid in Fullany right to notice of any action or to consent to, (ii) direct or object to any action hereunder or under any other Loan Document or otherwise in respect of property sold the Collateral (including the release or to be sold or disposed impairment of any Collateral) other than in its capacity as part of or a Lender and, in connection with any sale or other disposition permitted hereunder (it being agreed and understood that (x) such case, only to the extent that the terms “sold” or “disposed of” or terms correlative thereto include or are deemed to include any lease, license or other transfer pursuant to which any right, title or interest expressly provided in the Loan Documents. Notwithstanding any other provision of this Article 8 to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Banking Services Obligations and Secured Hedging Obligations unless the Administrative Agent has received written notice of such obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable asset is retained Banking Services counterparty or Hedge Agreement counterparty, as the case may be. (d) The Collateral Agent shall not be responsible for, or have a duty to, ascertain or inquire into any representation or warranty regarding the existence, value or collectability of any Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party (including any transfer of any asset from a Loan Party to another Loan Party), such Lien on such retained right, title or interest is not required to be released in connection with such permitted sale therewith, nor shall the Collateral Agent be responsible or disposition unless approved in accordance with this Section 10.10 and Section 11.1 and (y) Agent may conclusively rely without further inquiry on a certificate of an officer of any Loan Party as liable to the sale Lenders for any failure to monitor or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 11.1, if directed to do so in writing by Required Lenders. In furtherance maintain any portion of the foregoing, Agent agrees to execute and deliver to Australian Borrower, at the Loan Parties’ expense, such termination and release documentation as the Loan Parties may reasonably request (which shall in any event provide that any transfer by Agent shall be without recourse and without representation or warranty of any kind, express or implied) to evidence a Lien release that occurs pursuant to terms of this Section 10.10Collateral.

Collateral and Guarantee Matters. Lenders irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition of property being made in compliance with this Agreement); or (iii) subject to Section 11.110.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 11.1(a)(ii10.1(a)(ii) hereof, hereof to release any party from its guaranty under the Guarantee and Collateral Agreement Agreement (i) when all Obligations have been Paid in Full or (ii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 8.2(d7.2(d) (it being understood that Agent may conclusively rely on a certificate from Australian Borrower in determining whether the Debt secured by any such Lien is permitted by Section 8.1(c)7.1). Upon request by Agent at any time, Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral, or Guarantors, Collateral pursuant to this Section 10.109.10. Agent shall release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that (x) to the extent that the terms “sold” or “disposed of” or terms correlative thereto include or are deemed to include any lease, license or other transfer pursuant to which any right, title or interest in the applicable asset is retained by any Loan Party (including any transfer of any asset from a Loan Party to another Loan Party), such Lien on such retained right, title or interest is not required to be released in connection with such permitted sale or disposition unless approved in accordance with this Section 10.10 and Section 11.1 and (y) Agent may conclusively rely without further inquiry on a certificate of an officer of any Loan Party Borrower as to the sale or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 11.110.1, if directed to do so in writing by Required Lenders. In furtherance of the foregoing, Agent agrees to execute and deliver to Australian Borrower, at the Loan Parties’ Borrower’s expense, such termination and release documentation as the Loan Parties Borrower may reasonably request (which shall in any event provide that any transfer by Agent shall be without recourse and without representation or warranty of any kind, express or implied) to evidence a Lien release that occurs pursuant to terms of this Section 10.109.10.

Collateral and Guarantee Matters. Lenders irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition of property being made in compliance with this Agreement); or (iii) subject to Section 11.110.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 11.1(a)(ii10.1(a)(ii) hereof, to release any party from its guaranty under the Guarantee and Collateral Agreement (A) (i) when all Obligations have been Paid in Full or (ii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition being made in compliance with this Agreement)) or (B) otherwise pursuant to Section 8.17(c) of the Guarantee and Collateral Agreement as it relates to any foreign Guarantor from time to time; or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 8.2(d7.2(d) (it being understood that Agent may conclusively rely on a certificate from Australian Borrower in determining whether the Debt secured by any such Lien is permitted by Section 8.1(c)7.1). Upon request by Agent at any time, Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral, or Guarantors, Collateral pursuant to this Section 10.109.10. Agent shall release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that (x) to the extent that the terms “sold” or “disposed of” or terms correlative thereto include or are deemed to include any lease, license or other transfer pursuant to which any right, title or interest in the applicable asset is retained by any Loan Party (including any transfer of any asset from a Loan Party to another Loan Party), such Lien on such retained right, title or interest is not required to be released in connection with such permitted sale or disposition unless approved in accordance with this Section 10.10 and Section 11.1 and (y) Agent may conclusively rely without further inquiry on a certificate of an officer of any Loan Party Borrower as to the sale or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 11.110.1, if directed to do so in writing by Required Lenders. In furtherance of the foregoing, Agent agrees to execute and deliver to Australian Borrower, at the Loan Parties’ Borrower’s expense, such termination and release documentation as the Loan Parties Borrower may reasonably request (which shall in any event provide that any transfer by Agent shall be without recourse and without representation or warranty of any kind, express or implied) to evidence a Lien release that occurs pursuant to terms of this Section 10.109.10.

Collateral and Guarantee Matters. Lenders irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition of property being made in compliance with this Agreement); or (iii) subject to Section 11.110.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 11.1(a)(ii10.1(a)(ii) hereof, hereof to release any party from its guaranty under the Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full or (ii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 8.2(d7.2(d) (it being understood that Agent may conclusively rely on a certificate from Australian Borrower in determining whether the Debt secured by any such Lien is permitted by Section 8.1(c)7.1). Upon request by Agent at any time, Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral, or Guarantors, Collateral pursuant to this Section 10.109.10. Agent shall release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that (x) to the extent that the terms “sold” or “disposed of” or terms correlative thereto include or are deemed to include any lease, license or other transfer pursuant to which any right, title or interest in the applicable asset is retained by any Loan Party (including any transfer of any asset from a Loan Party to another Loan Party), such Lien on such retained right, title or interest is not required to be released in connection with such permitted sale or disposition unless approved in accordance with this Section 10.10 and Section 11.1 and (y) Agent may conclusively rely without further inquiry on a certificate of an officer of any Loan Party [Biolase] Credit Agreement #61304369 Borrower as to the sale or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 11.110.1, if directed to do so in writing by Required Lenders. In furtherance of the foregoing, Agent agrees to execute and deliver to Australian Borrower, at the Loan Parties’ Borrower’s expense, such termination and release documentation as the Loan Parties Borrower may reasonably request (which shall in any event provide that any transfer by Agent shall be without recourse and without representation or warranty of any kind, express or implied) to evidence a Lien release that occurs pursuant to terms of this Section 10.109.10.

Collateral and Guarantee Matters. Lenders irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition of property being made in compliance with this Agreement); or (iii) subject to Section 11.110.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 11.1(a)(ii10.1(a)(ii) hereof, hereof to release any party from its guaranty under the Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full or (ii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 8.2(d7.2(d) (it being understood that Agent may conclusively rely on a certificate from Australian Borrower in determining whether the Debt secured by any such Lien is permitted by Section 8.1(c)7.1). Upon request by Agent at any time, Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral, or Guarantors, Collateral pursuant to this Section 10.109.10. Agent shall release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that (x) to the extent that the terms “sold” or “disposed of” or terms correlative thereto include or are deemed to include any lease, license or other transfer pursuant to which any right, title or interest in the applicable asset is retained by any Loan Party (including any transfer of any asset from a Loan Party to another Loan Party), such Lien on such retained right, title or interest is not required to be released in connection with such permitted sale or disposition unless approved in accordance with this Section 10.10 and Section 11.1 and (y) Agent may conclusively rely without further inquiry on a certificate of an officer of any Loan Party Borrower as to the sale or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 11.110.1, if directed to do so in writing by Required Lenders. In furtherance of the foregoing, Agent agrees to execute and deliver to Australian Borrower, at the Loan Parties’ Borrower’s expense, such termination and release documentation as the Loan Parties Borrower may reasonably request (which shall in any event provide that any transfer by Agent shall be without recourse and without representation or warranty of any kind, express or implied) to evidence a Lien release that occurs pursuant to terms of this Section 10.10.9.10. [Solsys Medical] A&R Credit Agreement

Collateral and Guarantee Matters. (a) The Lenders irrevocably authorize the Collateral Agent, at its option and in its sole discretion, : (ai) to release any Lien on any property granted to to, or held by by, the Collateral Agent under any Collateral Loan Document (ix) when all on or after the date that the Obligations (other than contingent indemnity and expense reimbursement obligations as to which no claim has been made) have been Paid paid in Full; full, and the Commitments have been terminated, (iiy) constituting with respect to any property 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 (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to under the sale or other disposition of property being made in compliance with this Agreement); Loan Documents or (iii) subject to Section 11.1z), if approved, authorized or ratified in writing by the Required Lenders; Lenders (b) notwithstanding Section 11.1(a)(ii) hereof, to release any party from its guaranty under the Collateral Agreement (i) when all Obligations have been Paid in Full or such other number of Lenders as shall be required hereunder); (ii) if such party was sold to subordinate any Lien on any property granted to, or is to be sold or disposed of as part of or in connection with held by, the Collateral Agent under any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as Loan Document to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a any Lien on such Collateral which property that is permitted by Section 8.2(d6.02; and (iii) to release any Subsidiary from its obligations under the Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. (it being understood that Agent may conclusively rely on a certificate from Australian Borrower in determining whether the Debt secured by any such Lien is permitted by Section 8.1(c)). b) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing writing, the Collateral Agent’s authority to release, release or subordinate its interest in, in particular types or items of Collateralproperty, or Guarantors, to release any Subsidiary from its obligations under the Loan Documents pursuant to this Section 10.10. 8.10. (c) The Collateral Agent shall release not be responsible for, or have a duty to, ascertain or inquire into any representation or warranty regarding the existence, value or collectability of any Collateral, the existence, priority or perfection of the Collateral Agent’s Lien granted to thereon, or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that (x) to the extent that the terms “sold” or “disposed of” or terms correlative thereto include or are deemed to include any lease, license or other transfer pursuant to which any right, title or interest in the applicable asset is retained certificate prepared by any Loan Party (including any transfer of any asset from a Loan Party to another Loan Party), such Lien on such retained right, title or interest is not required to be released in connection with such permitted sale therewith, nor shall the Collateral Agent be responsible or disposition unless approved in accordance with this Section 10.10 and Section 11.1 and (y) Agent may conclusively rely without further inquiry on a certificate of an officer of any Loan Party as liable to the sale Lenders for any failure to monitor or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 11.1, if directed to do so in writing by Required Lenders. In furtherance maintain any portion of the foregoing, Agent agrees to execute and deliver to Australian Borrower, at the Loan Parties’ expense, such termination and release documentation as the Loan Parties may reasonably request (which shall in any event provide that any transfer by Agent shall be without recourse and without representation or warranty of any kind, express or implied) to evidence a Lien release that occurs pursuant to terms of this Section 10.10Collateral.

Collateral and Guarantee Matters. (a) The Collateral Agent may, but shall not be obligated, to take such action as it deems necessary to perfect or continue the perfection of the Liens on the Collateral (as such terms are defined in the Loan Documentation) held for the benefit of the Lenders. The Lenders irrevocably authorize the Collateral Agent, at its option and in its sole discretion, (a) to release any Lien on any property granted to to, or held by by, the Collateral Agent under any Collateral Document Loan Documentation (ix) when all on or after the date that the Obligations (other than contingent indemnity and expense reimbursement obligations as to which no claim has been made) have been Paid paid in Full; full in cash and the Commitments have been terminated, (iiy) constituting with respect to any property that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition expressly permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to under the sale or other disposition of property being made in compliance with this Agreement); Loan Documentation or (iiiz) subject to Section 11.1, if approved, authorized or ratified in writing by the Required Lenders; Lenders (or such other number of Lenders as shall be required hereunder). (b) notwithstanding Section 11.1(a)(ii) hereof, to release any party from its guaranty under the Collateral Agreement (i) when all Obligations have been Paid in Full or (ii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 8.2(d) (it being understood that Agent may conclusively rely on a certificate from Australian Borrower in determining whether the Debt secured by any such Lien is permitted by Section 8.1(c)). Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release, release or subordinate its interest in, in particular types or items of property. (c) Neither Agent shall be responsible for, or have a duty to ascertain or inquire into, any representation or warranty regarding the existence, value or collectability of any Collateral, the existence, priority or Guarantorsperfection of the Collateral Agent’s Lien thereon, pursuant to this Section 10.10. Agent shall release or any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that (x) to the extent that the terms “sold” or “disposed of” or terms correlative thereto include or are deemed to include any lease, license or other transfer pursuant to which any right, title or interest in the applicable asset is retained certificate prepared by any Loan Party in connection therewith, nor shall any Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. (including any transfer d) Each of any asset from a Loan Party the Lenders represents to another Loan Party)the Administrative Agent, such Lien on such retained right, title or interest the Collateral Agent and each other Lender that it in good faith is not required to be released relying upon any Margin Stock as collateral in connection with such permitted sale the extension or disposition unless approved maintenance of the credit provided for in accordance with this Section 10.10 and Section 11.1 and (y) Agent may conclusively rely without further inquiry on a certificate of an officer of any Loan Party as to the sale or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 11.1, if directed to do so in writing by Required Lenders. In furtherance of the foregoing, Agent agrees to execute and deliver to Australian Borrower, at the Loan Parties’ expense, such termination and release documentation as the Loan Parties may reasonably request (which shall in any event provide that any transfer by Agent shall be without recourse and without representation or warranty of any kind, express or implied) to evidence a Lien release that occurs pursuant to terms of this Section 10.10.

Collateral and Guarantee Matters. Lenders irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition of property being made in compliance with this Agreement); or (iii) subject to Section 11.110.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 11.1(a)(ii10.1(a)(ii) hereof, hereof to release any party from its guaranty under the Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full or (ii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Australian Borrower as to the sale or other disposition being made in compliance with this Agreement); or (c) to release or subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 8.2(d7.2(d) (it being understood that Agent may conclusively rely on a certificate from Australian Borrower in determining whether the Debt secured by any such Lien is permitted by Section 8.1(c)7.1). Upon request by Agent at any time, Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral, or Guarantors, Collateral pursuant to this Section 10.109.10. Agent shall (a) release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that (x) to the extent that the terms “sold” or “disposed of” or terms correlative thereto include or are deemed to include any lease, license or other transfer pursuant to which any right, title or interest in the applicable asset is retained by any Loan Party (including any transfer of any asset from a Loan Party to another Loan Party), such Lien on such retained right, title or interest is not required to be released in connection with such permitted sale or disposition unless approved in accordance with this Section 10.10 and Section 11.1 and (y) Agent may conclusively rely without further inquiry on a certificate of an officer of any Loan Party Borrower as to the sale or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 11.110.1, if directed to do so in writing by Required Lenders; (b) notwithstanding Section 10.1(a)(ii) hereof release any party from its guaranty under the Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full or (ii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other disposition being made in compliance with this Agreement); or (c) release or subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 7.2(d) (it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 7.1). In furtherance of the foregoing, Agent agrees to execute and deliver to Australian Borrower, at the Loan Parties’ Borrower’s expense, such subordination, termination and release documentation as the Loan Parties Borrower may reasonably request (which shall in any event provide that any transfer by Agent shall be without recourse and without representation or warranty of any kind, express or implied) to evidence a Lien subordination or release that occurs pursuant to terms of this Section 10.109.10 and deliver to Borrower, at the expense of Borrower, any portion of such Collateral so released pursuant to this Section 9.10 that is in possession of Agent.