Common use of Collateral and Guarantee Matters Clause in Contracts

Collateral and Guarantee Matters. The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) authorize the Collateral Agent to release any Collateral or Guarantors in accordance with Section 9.18 or if approved, authorized or ratified in accordance with Section 9.08. The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) hereby irrevocably authorize and instruct the Collateral Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Permitted Junior Lien Intercreditor Agreement, any Permitted First Lien Intercreditor Agreement and any other intercreditor or subordination agreement (in form reasonably satisfactory to the Collateral Agent and deemed appropriate by it) with the collateral agent or other representative of holders of Indebtedness secured (and permitted to be secured) by a Lien on assets constituting a portion of the Collateral under (1) any of Section 6.02(c), (i), (j), (u), (z), (gg), (ll) (solely as it relates to clause (c), (i), (j), (u), (z), (gg) or (qq) of Section 6.02) and/or (qq) (and in accordance with the relevant requirements thereof) and (2) any other provision of Section 6.02 (it being acknowledged and agreed that the Collateral Agent shall be under no obligation to execute any Intercreditor Agreement pursuant to this clause (2), and may elect to do so, or not do so, in its sole and absolute discretion) (any of the foregoing, an “Intercreditor Agreement”). The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) irrevocably agree that (x) 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 hereunder and as to the respective assets constituting Collateral that secure (and are permitted to secure) such Indebtedness hereunder and (y) any Intercreditor Agreement entered into by the Collateral Agent shall be binding on the Secured Parties, and each Lender and each other Secured Party hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. Furthermore, the Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) hereby authorize the Administrative Agent and the Collateral Agent to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) to the holder of any Lien on such property that is permitted by clauses (c), (i), or (z) (with respect to Securitization Assets or Receivables Assets) of Section 6.02 in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such property or (ii) that is or becomes Excluded Property; and the Administrative Agent and the Collateral Agent shall do so upon request of the Borrower; provided, that prior to any such request, the Borrower shall have in each case delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying (x) that such Lien is permitted under this Agreement, (y) in the case of a request pursuant to clause (i) of this sentence, that the contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property and (z) in the case of a request pursuant to clause (ii) of this sentence, that (A) such property is or has become Excluded Property and (B) if such property has become Excluded Property as a result of a contractual restriction, such restriction does not violate Section 6.09. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guarantee Matters. The Lenders and the other Secured Parties (by virtue of their acceptance Each of the benefits of Lenders irrevocably authorizes and instructs the Loan Documents) authorize the Administrative Agent and Collateral Agent to release any Collateral or Guarantors at their option and in accordance with Section 9.18 or if approved, authorized or ratified in accordance with Section 9.08. The Lenders and the other Secured Parties their discretion (by virtue of their acceptance of the benefits of the Loan Documents) hereby irrevocably authorize and instruct the Collateral Agent to, without any further consent of any Lender or any other Secured Party, enter into ): (or acknowledge and consent toa) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Permitted Junior Lien Intercreditor Agreement, any Permitted First Lien Intercreditor Agreement and any other intercreditor or subordination agreement (in form reasonably satisfactory to the Collateral Agent and deemed appropriate by it) with the collateral agent or other representative of holders of Indebtedness secured (and permitted to be secured) by a Lien on assets constituting a portion of the Collateral under (1) any of Section 6.02(c), (i), (j), (u), (z), (gg), (ll) (solely as it relates to clause (c), (i), (j), (u), (z), (gg) or (qq) of Section 6.02) and/or (qq) (and in accordance with the relevant requirements thereof) and (2) any other provision of Section 6.02 (it being acknowledged and agreed that the Collateral Agent shall be under no obligation to execute any Intercreditor Agreement pursuant to this clause (2), and may elect to do so, or not do so, in its sole and absolute discretion) (any of the foregoing, an “Intercreditor Agreement”). The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) irrevocably agree that (x) 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 hereunder and as to the respective assets constituting Collateral that secure (and are permitted to secure) such Indebtedness hereunder and (y) any Intercreditor Agreement entered into by the Collateral Agent shall be binding on the Secured Parties, and each Lender and each other Secured Party hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. Furthermore, the Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) hereby authorize the Administrative Agent and the Collateral Agent to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination of the Commitments of the Lenders under this Agreement and all Secured Obligations having been Paid in Full, (ii) that is sold or otherwise disposed of (other than to a Credit Party) in a transaction not prohibited hereunder or (A) to be sold or otherwise disposed of as part of or (B) in connection with any conveyance, sale, transfer or other disposition not prohibited hereunder or under any other Loan Document or so that a Lien may be granted (or continue to subsist) over such property that is not prohibited by (and subject to any conditions in) Section 6.02(c), (d), (f), (i), (k), (l), (m), (s), (t), (u), (w), (x), (z), (bb), (cc) and (dd), (iii) in connection with the holder permitted designation of any Restricted Subsidiary as an Unrestricted Subsidiary, (iv) so that a Lien on such property may be granted (or continue to subsist) that is permitted by clauses (c), (ik), (m), (z), (aa), (ee) or (z) (with respect to Securitization Assets or Receivables Assetshh) of Section 6.02 in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such the applicable property or encumbered thereby, (iiv) on property that is or becomes Excluded Property; , (vi) subject to Section 10.02, if approved, authorized or ratified in writing by the Required Lenders, and (vii) in accordance with Section 10.02(c), and in each case of the foregoing clauses (i) through (vii), the Administrative Agent and the Collateral Agent shall do so in connection with a request for release of any such Liens upon request of the Borrower; provided, that prior to Borrower Agent shall execute and deliver any such request, documentation necessary or reasonably requested (at the Borrowers’ reasonable expense) by the Borrower Agent to evidence or effectuate the release of such Liens upon request by the Borrower Agent, if the Borrower Agent shall have in each case have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower Agent certifying (xw) that such Lien to be released is not required to remain in place pursuant to the terms of this Agreement, (x) in the case of clause (iii) or (iv) above, that such Lien referred to in such clauses is permitted under this Agreementthe applicable clause of Section 6.02 set forth in clause (iii) or (iv) above, (y) in the case of a request pursuant to in respect of clause (iiv) of this sentence, that the contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property property, and (z) in the case of a request pursuant to in respect of clause (iiv) of this sentence, that (A) such property is or has become Excluded Property and (B) if such property has become Excluded Property as a result of a contractual restriction, such restriction does not violate Section 6.096.11; (b) subject to Section 6.10, to subordinate any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document to the holder of any Lien on such property that is not prohibited from ranking senior to the Liens securing the Secured Obligations incurred pursuant to Section 6.02(b) (to the extent the relevant Lien is of the type to which the Lien of the Collateral Agent is otherwise subordinated under this clause (b)), (c), (d), (f), (g), (h), (j), (k), (l), (m), (s), (t), (v), (w), (z), (bb), (dd) or (hh); provided that the subordination of any Lien on any property granted to or held by the Collateral Agent shall only occur with respect to any Lien on such property that is permitted by Section 6.02(b), (j) and/or (k) to the extent that the Lien of the Collateral Agent with respect to such property is required to be subordinated to the relevant Lien permitted under Section 6.02 in accordance with the documentation governing the Indebtedness that is secured by such permitted ▇▇▇▇; (c) to release any Guarantor from its obligations under its Guarantee if such Person (x) ceases to be a Restricted Subsidiary as a result of a transaction not prohibited under the Loan Documents (including, without limitation, in accordance with Section 10.02(c)) or (y) becomes an Excluded Subsidiary (including, for the avoidance of doubt, (1) a Restricted Subsidiary that ceases to be a “Material Subsidiary” and/or (2) an Excluded Subsidiary that had become a Guarantor in accordance with the last proviso to the definition of “Excluded Subsidiary” and, at a time when no Default or Event of Default exists or results therefrom, is re-designated as an Excluded Subsidiary in accordance with the last proviso to the definition of “Excluded Subsidiary”); provided, that the release of any Subsidiary Guarantor from its obligations under the Loan Documents solely as a result of such Subsidiary Guarantor becoming an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if, at the time such Subsidiary Guarantor becomes such an Excluded Subsidiary, such Subsidiary Guarantor so becomes such an Excluded Subsidiary as a result of a joint venture or other strategic transaction permitted hereunder entered into for a bona fide operating business purpose and such transaction is consummated on an arms’ length basis; and (d) to enter into the Intercreditor Agreement, any Pari Intercreditor Agreement or any Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) (including, without limitation, those consistent with either (x) the terms of Exhibits I or N or (y) any other terms set forth in this Agreement, or those that are Otherwise Acceptable) (or, in each case, any amendment or modification thereto or restatement, replacement or waiver thereof) in connection with any refinancing facilities or notes (including, without limitation, Permitted Pari Passu Refinancing Debt, Permitted Junior Refinancing Debt and Permitted Unsecured Refinancing Debt), Incremental Facilities, Permitted Incremental Equivalent Debt or other obligations not prohibited hereunder (including, for the avoidance of doubt, any Indebtedness secured by Liens in reliance on clauses (n), (q) and (x) of Section 6.02) and that if any such Intercreditor Agreement, Pari Intercreditor Agreement or Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) (or, in each case, any such amendment or modification thereto or restatement thereof) is (1) substantially in the form of Exhibit I or Exhibit N, as applicable, without changes thereto that are materially adverse to the Administrative Agent or the Lenders (in their capacities as such), or (2) Otherwise Acceptable, the Lenders shall be deemed to have agreed that the Administrative Agent’s or the Collateral Agent’s entry into such Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) is reasonable and to have consented to such Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement or subordination agreement (or, in each case, any such amendment or modification thereto or restatement thereof) and such Agent’s execution thereof. The Secured Parties expressly and irrevocably agree that (x) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower Agent as to whether any Indebtedness or Liens are not prohibited hereby, and (y) any Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) entered into by the Administrative Agent and/or the Collateral Agent with respect to shall be binding on the Secured Parties, and each of the Secured Parties hereby expressly and irrevocably agrees that it will take no actions contrary to the provisions of, if entered into and applicable, any Intercreditor Agreement, Pari Intercreditor Agreement, Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall). Notwithstanding the foregoing, nothing herein shall permit subordination of Secured Obligations other than as set forth in Section 9.10(b). The foregoing provisions of this Section 9.10 are intended as an inducement to any provider of any Indebtedness or other obligations not prohibited by this Agreement to extend credit to the Credit Parties and such persons are intended third-party beneficiaries of such provisions. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s irrevocable authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under its Guarantee pursuant to this Section 9.10, and the Administrative Agent shall be entitled to refrain from taking any such action until it receives such written confirmation from the Required Lenders. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably instructs the Administrative Agent to), at the Borrowers’ expense, promptly execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to (i) evidence the release of any such item of Collateral from the assignment and security interest granted under the Security Documents (including the filing of termination statements or the return of pledged collateral) or (ii) to subordinate its interest in any such item, or to release any such Guarantor from its obligations under its Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 9.10; it being acknowledged and agreed by each Lender that the Administrative Agent and/or Collateral Agent, in each case in its capacity as such, shall have no liability with respect to taking such actions to evidence such release. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and the Collateral Agent’s Lien thereon, or any certificate (including any certificate described in the immediately following sentence) prepared by any Loan Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Each of the Secured Parties irrevocably authorizes and directs the Administrative Agent to rely on any certificate of a Responsible Officer of the Borrower Agent to the effect that a release of Collateral is in compliance with the Loan Documents, without independent investigation, and release its interests in any Collateral or release any Guarantor from its obligations under the Loan Documents pursuant to this Section 9.10 (including, in each case of the foregoing, by filing applicable termination statements and/or returning pledged Collateral). Any such certificate shall be conclusive and binding.

Collateral and Guarantee Matters. The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) authorize the Collateral Agent to release any Collateral or Guarantors in accordance with Section 9.18 or if approved, authorized or ratified in accordance with Section 9.08. The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) hereby irrevocably authorize and instruct the Collateral Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Permitted Junior Lien Intercreditor Agreement, any Permitted First Lien Intercreditor Agreement and any other intercreditor or subordination agreement (in form reasonably satisfactory to the Collateral Agent and deemed appropriate by it) with the collateral agent or other representative of holders of Indebtedness secured (and permitted to be secured) by a Lien on assets constituting a portion of the Collateral under (1) any of Section 6.02(c), (i), (j), (u), (z), (gg), (ll) (solely as it relates to clause (c), (i), (j), (u), (z), (gg) or (qq) of Section 6.02) and/or (qq) (and in accordance with the relevant requirements thereof) and (2) any other provision of Section 6.02 (it being acknowledged and agreed that the Collateral Agent shall be under no obligation to execute any Intercreditor Agreement pursuant to this clause (2), and may elect to do so, or not do so, in its sole and absolute discretion) (any of the foregoing, an “Intercreditor Agreement”). The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) irrevocably agree that (x) 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 hereunder and as to the respective assets constituting Collateral that secure (and are permitted to secure) such Indebtedness hereunder and (y) any Intercreditor Agreement entered into by the Collateral Agent shall be binding on the Secured Parties, and each Lender and each other Secured Party hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. Furthermore, the Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) hereby authorize the Administrative Agent and the Collateral Agent to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) to the holder of any Lien on such property that is permitted by clauses (c), (i), or (z) (with respect to Securitization Assets or Receivables Assets) of Section 6.02 in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such property or (ii) that is or becomes Excluded Property; and the Administrative Agent and the Collateral Agent shall do so upon request of the Borrower; provided, that prior to any such request, the Borrower shall have in each case delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying (x) that such Lien is permitted under this Agreement, (y) in the case of a request pursuant to clause (i) of this sentence, that the contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property and (z) in the case of a request pursuant to clause (ii) of this sentence, that (A) such property is or has become Excluded Property and (B) if such property has become Excluded Property as a result of a contractual restriction, such restriction does not violate Section 6.09. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guarantee Matters. The Lenders and the other Secured Parties (by virtue of their acceptance Each of the benefits Lenders (including in its capacities as an actual or potential secured counterparty to a Hedging Agreement or as a Cash Management Bank) and each of the Loan Documents) authorize the Collateral Agent to release any Collateral or Guarantors in accordance with Section 9.18 or if approved, authorized or ratified in accordance with Section 9.08. The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) hereby Issuing Banks irrevocably authorize and instruct the Administrative Agent and Collateral Agent to, at their option and in their discretion (without any further consent of any Lender or any other Secured Party, enter into ): (or acknowledge and consent toa) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Permitted Junior Lien Intercreditor Agreement, any Permitted First Lien Intercreditor Agreement and any other intercreditor or subordination agreement (in form reasonably satisfactory to the Collateral Agent and deemed appropriate by it) with the collateral agent or other representative of holders of Indebtedness secured (and permitted to be secured) by a Lien on assets constituting a portion of the Collateral under (1) any of Section 6.02(c), (i), (j), (u), (z), (gg), (ll) (solely as it relates to clause (c), (i), (j), (u), (z), (gg) or (qq) of Section 6.02) and/or (qq) (and in accordance with the relevant requirements thereof) and (2) any other provision of Section 6.02 (it being acknowledged and agreed that the Collateral Agent shall be under no obligation to execute any Intercreditor Agreement pursuant to this clause (2), and may elect to do so, or not do so, in its sole and absolute discretion) (any of the foregoing, an “Intercreditor Agreement”). The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) irrevocably agree that (x) 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 hereunder and as to the respective assets constituting Collateral that secure (and are permitted to secure) such Indebtedness hereunder and (y) any Intercreditor Agreement entered into by the Collateral Agent shall be binding on the Secured Parties, and each Lender and each other Secured Party hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. Furthermore, the Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) hereby authorize the Administrative Agent and the Collateral Agent to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination of the Commitments of the Lenders under this Agreement and Payment in Full of all Secured Obligations, (ii) that is sold or otherwise disposed of (other than to the holder a Credit Party) or (A) to be sold or otherwise disposed of as part of or (B) in connection with any conveyance, sale, transfer or other disposition not prohibited hereunder or under any other Loan Document or so that a Lien on may be granted (or continue to subsist) over such property that is (including as to priority) permitted by (and subject to any conditions in) Section 6.02(c), (d), (f), (i), (k), (l), (m), (s), (t), (w), (z), (bb), (cc) and (dd), (iii) in connection with the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, (iv) so that a Lien may be granted (or continue to subsist) that is permitted by (and subject to any conditions in) clauses (c), (ik), (m), (z), (aa), (ee) or (z) (with respect to Securitization Assets or Receivables Assetshh) of Section 6.02 in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such property, (v) on property or (ii) that is or becomes Excluded Property; , (vi) subject to ‎Section 10.02, if approved, authorized or ratified in writing by the Required Lenders, and (vii) in accordance with Section 10.02(c), and in each case of the foregoing clauses (i) through (vii), the Administrative Agent and the Collateral Agent shall do so in connection with a request for release of any such Liens upon request of the Borrower shall execute and deliver any documentation necessary or reasonably requested (at the Borrower; provided’s reasonable expense) by the Borrower to evidence or effectuate the release of such Liens upon request by the Borrower, that prior to any such request, if the Borrower shall have in each case have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying (x) in the case a request pursuant to of clause (iv) of this sentence, that such Lien is permitted under the applicable clause of Section 6.02 of this Agreement, (y) in the case of a request pursuant to in respect of clause (iiv) of this sentence, that the contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property property, and (z) in the case of a request pursuant to in respect of clause (iiv) of this sentence, that (A) such property is or has become Excluded Property and (B) if such property has become Excluded Property as a result of a contractual restriction, such restriction does not violate Section 6.096.11; provided, that a Subsidiary Guarantor and/or any property constituting Collateral that is owned by any Subsidiary Guarantor shall not be automatically released as a result of such Subsidiary Guarantor no longer being a Wholly Owned Subsidiary to the extent the primary purpose (as reasonably determined by the Borrower) of such transaction was to release such Subsidiary Guarantor from its obligations under the Loan Documents; provided, further that no such release shall occur if such Subsidiary continues to be a guarantor in respect of any Permitted Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any material indebtedness that is secured by the Collateral on a junior lien basis to the Secured Obligations; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document to the holder of any Lien on such property for which a Lien is granted hereunder (and which requires subordination as a matter of law or otherwise pursuant to the terms of the documentation governing such Lien) pursuant to Section 6.02 (c), (d), (f), (i), (k), (l), (m), (s), (t), (w), (z), (aa), (bb), (cc) and (dd), (hh) or otherwise as expressly permitted pursuant to Section 6.02; (c) to release any Guarantor from its obligations under its Guarantee if such Person (x) ceases to be a Restricted Subsidiary as a result of a transaction not prohibited under the Loan Documents (including, without limitation, in accordance with Section 10.02(c)) or (y) becomes an Excluded Subsidiary (including, for the avoidance of doubt, (1) a Restricted Subsidiary that ceases to be a “Material Subsidiary” and/or (2) an Excluded Subsidiary that had become a Guarantor in accordance with the last proviso to the definition of “Excluded Subsidiary” and, at a time when no Default or Event of Default exists or results therefrom, is re-designated as an Excluded Subsidiary in accordance with the last proviso to the definition of “Excluded Subsidiary”); provided, that a Subsidiary Guarantor and/or any property constituting such Collateral that is owned by any Subsidiary Guarantor shall not be automatically released as a result of such Subsidiary Guarantor no longer being a Wholly Owned Subsidiary to the extent the primary purpose (as reasonably determined by the Borrower) of such transaction was to release such Subsidiary Guarantor from its obligations under the Loan Documents; provided, further that no such release shall occur if such Subsidiary continues to be a guarantor in respect of any Permitted Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any material indebtedness that is secured by the Collateral on a junior lien basis to the Secured Obligations; and (d) to enter into any Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) (including, without limitation, those consistent with either (x) the terms of Exhibits I or N or (y) any other terms set forth in this Agreement, or those that are Otherwise Acceptable) (or, in each case, to the extent the Indebtedness being incurred or secured in connection therewith is not prohibited from being incurred under Section 6.01 and (if applicable) is permitted to be secured (including with respect to priority) under Section 6.02 of this Agreement (including Liens under Section 6.02(x) which may be secured on a pari passu or junior basis with the Liens securing the Secured Obligations), which the Administrative Agent and Collateral Agent shall be required to enter into upon the delivery of the certificate described in the following sentence in connection with any refinancing facilities or notes (including, without limitation, Permitted Pari Passu Refinancing Debt, Permitted Junior Refinancing Debt and Permitted Unsecured Refinancing Debt), Incremental Facilities, Permitted Incremental Equivalent Debt or other Indebtedness or obligations (including, without limitation, to the extent secured by Liens on Collateral) are permitted (including with respect to priority) hereunder and that if any such Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) (or, in each case, any such amendment or modification thereto or restatement thereof) is (1) substantially in the form of Exhibit I or Exhibit N, as applicable, without changes thereto that are materially adverse to the Administrative Agent or the Lenders (in their capacities as such), or (2) Otherwise Acceptable, the Lenders shall be deemed to have agreed that the Administrative Agent’s or the Collateral Agent’s entry into such Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) is reasonable and to have consented to such Intercreditor Agreement or subordination agreement (or, in each case, any such amendment or modification thereto or restatement thereof) and such Agent’s execution thereof. The Secured Parties expressly and irrevocably agree that (x) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any Indebtedness is not prohibited and/or Liens permitted (including with respect to priority), and (y) any Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall) entered into by the Administrative Agent and/or the Collateral Agent with respect to shall be binding on the Secured Parties, and each of the Secured Parties hereby expressly and irrevocably agrees that it will take no actions contrary to the provisions of, if entered into and applicable, any Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including any amendment to this Agreement, or any other applicable agreement, including or modifying a payment waterfall). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s irrevocable authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under its Guarantee pursuant to this ‎Section 9.10. In each case as specified in this ‎Section 9.10, the Administrative Agent will (and each Lender irrevocably instructs the Administrative Agent to), at the Borrower’s expense, promptly execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to (i) evidence the release of any such item of Collateral from the assignment and security interest granted under the Security Documents (including the filing of termination statements or the return of pledged collateral) or (ii) to subordinate its interest in any such item, or to release any such Guarantor from its obligations under its Guarantee, in each case in accordance with the terms of the Loan Documents and this ‎Section 9.10; it being acknowledged and agreed by each Lender that the Administrative Agent and/or Collateral Agent, in each case in its capacity as such, shall have no liability with respect to taking such actions to evidence such release. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and the Collateral Agent’s Lien thereon, or any certificate (including any certificate described in the immediately following sentence) prepared by any Loan Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Each of the Secured Parties irrevocably authorizes and directs the Administrative Agent to rely on any certificate of a Responsible Officer of the Borrower to the effect that a release of Collateral is in compliance with the Loan Documents, without independent investigation, and release its interests in any Collateral or release any Guarantor from its obligations under the Loan Documents pursuant to this Section 9.10 (including, each case of the foregoing, by filing applicable termination statements and/or returning pledged Collateral). Any such certificate shall be conclusive and binding.

Collateral and Guarantee Matters. The Lenders and Each of the other Secured Parties (by virtue of their acceptance of accepting the benefits of the Loan Documents) authorize the Collateral Agent to release any Collateral or Guarantors in accordance with Section 9.18 or if approved, authorized or ratified in accordance with Section 9.08. The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) hereby irrevocably authorize and instruct the Collateral Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Permitted Junior Lien Intercreditor Agreement, any Permitted First Lien Intercreditor Agreement and any other intercreditor or subordination agreement (in form reasonably satisfactory to the Collateral Agent and deemed appropriate by it) with the collateral agent or other representative of holders of Indebtedness secured (and permitted to be secured) by a Lien on assets constituting a portion of the Collateral under (1) any of Section 6.02(c), (i), (j), (u), (z), (gg), (ll) (solely as it relates to clause (c), (i), (j), (u), (z), (gg) or (qq) of Section 6.02) and/or (qq) (and in accordance with the relevant requirements thereof) and (2) any other provision of Section 6.02 (it being acknowledged and agreed that the Collateral Agent shall be under no obligation to execute any Intercreditor Agreement pursuant to this clause (2), and may elect to do so, or not do so, in its sole and absolute discretion) (any of the foregoing, an “Intercreditor Agreement”). The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) irrevocably agree that (x) 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 hereunder and as to the respective assets constituting Collateral that secure (and are permitted to secure) such Indebtedness hereunder and (y) any Intercreditor Agreement entered into by the Collateral Agent shall be binding on the Secured Parties, Security Documents and each Lender and each other Secured Party hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. Furthermore, the Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) hereby Issuing Bank irrevocably authorize the Administrative Agent Agent, at its option and the Collateral Agent in its discretion, (a) 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 Commitments of all Lenders and payment in full of all Obligations (other than (A) obligations pursuant to clauses (b), (c) and (d) of the defined term “Obligations” in the U.S. Collateral Agreement and (B) 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 applicable Issuing Bank 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) if approved, authorized or ratified in writing in accordance with Section 9.08; (b) to release any Loan Party (other than a Borrower) from its obligations under the Security Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; (c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by clauses Section 6.02(j); and (cd) to enter into the First Lien Intercreditor Agreement and/or the Junior Lien Intercreditor Agreement, upon the incurrence of any Future Secured Notes incurred pursuant to Section 6.01(v) and permitted to be secured under Section 6.02(b)(ii) or (iii), (i)as applicable; provided that the U.S. Borrower shall have provided, or (z) (with respect to Securitization Assets or Receivables Assets) of Section 6.02 in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such property or (ii) that is or becomes Excluded Property; and the Administrative Agent shall be entitled to rely upon, an officer’s certificate by a Financial Officer to the effect that such Future Secured Notes are permitted to be incurred under Section 6.01(v) and the Collateral Agent shall do so upon permitted to be secured under 6.02(b)(ii) or (iii), as applicable. Upon request of the Borrower; provided, that prior to any such request, the Borrower shall have in each case delivered to by the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying (x) that such Lien is permitted under this Agreement, (y) in the case of a request pursuant to clause (i) of this sentence, that the contract or agreement pursuant to which such Lien is granted prohibits at any other Lien on such property and (z) in the case of a request pursuant to clause (ii) of this sentence, that (A) such property is or has become Excluded Property and (B) if such property has become Excluded Property as a result of a contractual restriction, such restriction does not violate Section 6.09. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateraltime, the existence, priority or perfection of Required Lenders will confirm in writing the Administrative Agent’s and the Collateral Agent’s Lien thereonauthority to release or subordinate its interest in particular types or items of property, or any certificate prepared by to release any Loan Party from its obligations under the Security Documents pursuant to this Section 8.10. In each case as specified in connection therewiththis Section 8.10, nor shall the Administrative Agent be responsible 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 liable for any failure to monitor subordinate its interest in such item, or maintain any portion to release such Loan Party from its obligations under the Security Documents, in each case in accordance with the terms of the CollateralLoan Documents and this Section 8.10.

Collateral and Guarantee Matters. The Lenders and the other Secured Parties (by virtue of their acceptance Each of the benefits Lenders (including in its capacities as an actual or potential secured counterparty to a Hedging Agreement or as a Cash Management Bank) and each of the Loan Documents) authorize the Collateral Agent to release any Collateral or Guarantors in accordance with Section 9.18 or if approved, authorized or ratified in accordance with Section 9.08. The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) hereby Issuing Banks irrevocably authorize and instruct the Administrative Agent and Collateral Agent to, (without any further consent of any Lender or any other Secured Party, enter into ): (a) to release any Lien on any property granted to or acknowledge and consent toheld by the Administrative Agent or Collateral Agent under any Loan Document (i) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Permitted Junior Lien Intercreditor Agreement, any Permitted First Lien Intercreditor upon termination of the Commitments of the Lenders under this Agreement and any payment in full of all Secured Obligations (other intercreditor or subordination agreement than (in form reasonably A) contingent indemnification obligations and unasserted expense reimbursement obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements as to which arrangements satisfactory to the Collateral Agent applicable Cash Management Bank or Hedge Bank shall have been made) and deemed appropriate by it) with the collateral agent expiration or termination of all Letters of Credit (other representative than Letters of holders of Indebtedness secured (and permitted to be secured) by a Lien on assets constituting a portion of the Collateral under (1) any of Section 6.02(c), (i), (j), (u), (z), (gg), (ll) (solely as it relates to clause (c), (i), (j), (u), (z), (gg) or (qq) of Section 6.02) and/or (qq) (and Credit that have been cash collateralized in accordance with the relevant requirements thereofterms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), (ii) that is sold or otherwise disposed of (other than to a Credit Party) or (A) to be sold or otherwise disposed of as part of or (B) in connection with any conveyance, sale, transfer or other disposition permitted hereunder or under any other Loan Document or so that a Lien may be granted (or continue to subsist) over such property which is permitted by (and subject to any conditions in) ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇▇) and (2) any other provision of Section 6.02 (it being acknowledged and agreed that the Collateral Agent shall be under no obligation to execute any Intercreditor Agreement pursuant to this clause (2cc), and may elect to do so(iii) in connection with the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, or not do so, in its sole and absolute discretion(iv) (any of the foregoing, an “Intercreditor Agreement”). The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) irrevocably agree that (x) 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 hereunder and as to the respective assets constituting Collateral that secure (and are permitted to secure) such Indebtedness hereunder and (y) any Intercreditor Agreement entered into by the Collateral Agent shall be binding on the Secured Parties, and each Lender and each other Secured Party hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. Furthermore, the Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) hereby authorize the Administrative Agent and the Collateral Agent to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) to the holder of any Lien on such property that is permitted by (and subject to any conditions in) clauses (c), (ik), or (m), (z) or (with respect to Securitization Assets or Receivables Assetsaa) of Section 6.02 in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such property, (v) on property or (ii) that is or becomes Excluded Property; , (vi) subject to Section 10.02, if approved, authorized or ratified in writing by the Required Lenders and (vii) in accordance with Section 10.02(c) and in each case of the foregoing, the Administrative Agent and the Collateral Agent shall do so in connection with a request for release of any such Liens upon request of the Borrower; provided, that prior to any such request, the Borrower shall have in each case delivered to the Administrative Agent a may conclusively rely upon certificate of a Responsible Officer of the Borrower certifying (x) in the case of clause (iii) or (iv) above, that such Lien is permitted under this Agreementthe applicable clause of Section 6.02 set forth in clause (iii) or (iv) above, (y) in the case of a request pursuant to clause (iiii) or (iv) of this sentence, that the contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property and (z) in the case of a request pursuant to clause (iiv) of this sentence, that (A) such property is or has become Excluded Property and (B) if such property has become Excluded Property as a result of a contractual restriction, such restriction does not violate Section 6.096.11; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document to the holder of any Lien on such property that is expressly permitted to be senior to the Liens securing the Secured Obligations pursuant to Section 6.02; (c) to release any Guarantor from its obligations under its Guarantee if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents (including, without limitation, in accordance with Section 10.02(c)); and (d) to enter into (or amend, renew, extend, supplement, restate, replace, waive or otherwise modify) any intercreditor or subordination agreement (including, without limitation, those consistent with either (x) the terms of Exhibits I or M or (y) any other terms set forth in this Agreement, in each case, to the extent the Indebtedness being incurred or secured in connection therewith is not prohibited from being incurred under Section 6.01 and (if applicable) is permitted to be secured (including with respect to priority) under Section 6.02 of this Agreement, in connection with any refinancing facilities or notes (including, without limitation, Permitted Pari Passu Refinancing Debt, Permitted Junior Refinancing Debt and Permitted Unsecured Refinancing Debt), Incremental Facilities, Permitted Incremental Equivalent Debt or other Indebtedness or obligations (including, without limitation, to the extent secured by Liens on Collateral) permitted hereunder and in each case to the extent such obligations require the entry into an Intercreditor Agreement and/or subordination agreement pursuant to the terms of this Agreement; provided that any such Intercreditor Agreement which is not substantially consistent with Exhibit I or M, as applicable, shall be (i) reasonably acceptable to the Collateral Agent and (ii) shall be posted to the Lenders three Business Days before being executed, and the Required Lenders shall not have objected to such Intercreditor Agreement or other intercreditor or subordination agreement (or, in each case, any such amendment or modification thereto or restatement thereof), the Required Lenders shall be deemed to have agreed that the Administrative Agent’s or the Collateral Agent’s entry into such Intercreditor Agreement or other intercreditor or subordination agreement is reasonable and shall be deemed to have consented to such Intercreditor Agreement or other intercreditor or subordination agreement (or, in each case, any such amendment or modification thereto or restatement thereof) and such Agent’s execution thereof. The Lenders and the other Secured Parties expressly and irrevocably agree that (x) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any Indebtedness is not prohibited and/or Liens are permitted (including with respect to priority) and (y) any Intercreditor Agreement entered into by the Collateral Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby expressly and irrevocably agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under its Guarantee pursuant to this Section 9.10; provided, that, for the avoidance of doubt, the Administrative Agent shall not be required to request such confirmation in writing. 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 Credit Party such documents as such Credit Party may reasonably request to evidence the release of any such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in any such item, or to release any such Guarantor from its obligations under its Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guarantee Matters. The Lenders Each Lender and each other Secured Party irrevocably authorizes and instructs the Administrative Agent to, and the other Secured Parties Administrative Agent shall: (a) release any Lien on any property granted to or held by virtue of their acceptance Administrative Agent under any Loan Document (i) upon the occurrence of the benefits Termination Date, (ii) that is sold or otherwise Disposed of (or to be sold or otherwise Disposed of) as part of or in connection with any Disposition permitted under (or not restricted by) the Loan Documents (subject to the proviso to the last paragraph of Section 6.07), (iii) that does not constitute (or ceases to constitute) Collateral (and/or otherwise becomes an Excluded Asset), (iv) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from its Loan Guaranty as permitted by the Loan Documents, (v) authorize as required under clause (d) below, (vi) pursuant to the Collateral Agent to release provisions of any Collateral applicable Loan Document or Guarantors in accordance with Section 9.18 or (vii) if approved, authorized or ratified in writing by the required number of Lenders in accordance with Section 9.08. The Lenders and the other Secured Parties 9.02; (by virtue of their acceptance of the benefits of b) subject to Section 9.22, release any Subsidiary Guarantor from its obligations under the Loan Documents) hereby irrevocably authorize and instruct Guaranty if such Person ceases to be a Restricted Subsidiary as permitted by the Collateral Agent to, without any further consent of any Lender or any other Secured Party, enter into Loan Documents (or acknowledge and consent to) is or amend, renew, extend, supplement, restate, replace, waive becomes an Excluded Subsidiary as a result of a single transaction or otherwise modify any Permitted Junior Lien Intercreditor Agreement, any Permitted First Lien Intercreditor Agreement and any other intercreditor or subordination agreement (in form reasonably satisfactory to the Collateral Agent and deemed appropriate by it) with the collateral agent or other representative series of holders of Indebtedness secured (and permitted to be secured) by a Lien on assets constituting a portion of the Collateral under (1) any of Section 6.02(crelated transactions not prohibited hereunder), (i), (j), (u), (z), (gg), (ll) (solely as it relates to clause (c), (i), (j), (u), (z), (gg) or (qq) of Section 6.02) and/or (qq) (and in accordance with the relevant requirements thereof) and (2) any other provision of Section 6.02 (it being acknowledged and agreed that the Collateral Agent shall be under no obligation to execute any Intercreditor Agreement pursuant to this clause (2), and may elect to do so, or not do so, in its sole and absolute discretion) (any of the foregoing, an “Intercreditor Agreement”). The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) irrevocably agree that (x) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of upon notice from the Borrower as to whether any such other Liens are permitted hereunder and as to the respective assets constituting Collateral that secure (and are permitted to secure) such Indebtedness hereunder and (y) any Intercreditor Agreement entered into by the Collateral Agent shall be binding on the Secured Parties, and each Lender and each other Secured Party hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. Furthermore, the Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) hereby authorize the Administrative Agent and the Collateral Agent to release at any time; (c) subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) to the holder of any Lien on such property that is permitted by clauses (cSections 6.02(d), (i6.02(e), or (z6.02(g)(i), 6.02(l), 6.02(m), 6.02(n), 6.02(o) (with respect to Securitization Assets or Receivables Assetsother than any Lien on the Capital Stock of any Subsidiary Guarantor), 6.02(r), 6.02(s) of Section 6.02 in each case (to the extent the contract or agreement relevant Lien is of the type to which the Lien of the Administrative Agent is otherwise required to be subordinated under this clause (c) pursuant to which such any of the other exceptions to Section 6.02 that are expressly included in this clause (c)), 6.02(u) (to the extent the relevant Lien is granted prohibits of the type to which the Lien of the Administrative Agent is otherwise required to be subordinated under this clause (c) pursuant to any of the other Liens on exceptions to Section 6.02 that are expressly included in this clause (c)), 6.02(x), 6.02(y), 6.02(z)(i), 6.02(bb), 6.02(cc), 6.02(dd) (in the case of clause (ii), to the extent the relevant Lien covers cash collateral posted to secure the relevant obligation), 6.02(ee), 6.02(ff), 6.02(gg), 6.02(hh) and/or 6.02(ii), (and any Refinancing Indebtedness in respect of any thereof to the extent such property Refinancing Indebtedness is permitted to be secured under Section 6.02(k)); and (d) enter into subordination, intercreditor, collateral trust and/or similar agreements with respect to Indebtedness (including any Acceptable Intercreditor Agreement and/or any amendment to any Acceptable Intercreditor Agreement) that is (i) required or permitted to be subordinated hereunder and/or (ii) secured by Liens, and with respect to which Indebtedness, this Agreement contemplates an intercreditor, subordination, collateral trust or similar agreement, with each of the Lenders and the other Secured Parties irrevocably agreeing to the treatment of the Lien on the Collateral securing the Secured Obligations as set forth in any such agreement and that is or becomes Excluded Property; it will be bound by and will take no actions contrary to the provisions of any such agreement. Upon the request of the Administrative Agent at any time, the required number of Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Loan Party from its obligations under the Loan Guaranty or its Lien on any Collateral pursuant to this Article 8. In each case as specified in this Article 8, the Administrative Agent will (and each Lender, and each Issuing Bank hereby authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the Borrower or 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 Agent shall do so upon request Documents, to subordinate its interest therein, or to release such Loan Party from its obligations under the Loan Guaranty, in each case in accordance with the terms of the BorrowerLoan Documents and this Article 8; provided, that prior to any such requestupon the request of the Administrative Agent, the Borrower shall have in each case delivered to the Administrative Agent deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of the Borrower certifying (x) that such Lien is permitted under this Agreement, (y) in the case of a request pursuant to clause (i) of this sentence, that the contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property and (z) in the case of a request pursuant to clause (ii) of this sentence, that (A) such property is or has become Excluded Property and (B) if such property has become Excluded Property as a result of a contractual restriction, such restriction does not violate Section 6.09. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guarantee Matters. The Lenders and the other Secured Parties (by virtue of their acceptance Each of the benefits of Lenders irrevocably authorizes and instructs the Loan Documents) authorize the Administrative Agent and Collateral Agent to release any Collateral or Guarantors in accordance with Section 9.18 or if approved, authorized or ratified in accordance with Section 9.08. The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) hereby irrevocably authorize and instruct the Collateral Agent to, without any further consent of any Lender or any other Secured Party): (a) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document (i) upon termination of the Commitments of the Lenders under this Agreement and payment in full of all Obligations (other than contingent indemnification obligations and unasserted expense reimbursement obligations), enter into (ii) that is sold or otherwise disposed of (other than to a Credit Party) or (A) to be sold or otherwise disposed of as part of or (B) in connection with any conveyance, sale, transfer or other disposition not prohibited hereunder or under any other Loan Document or so that a Lien may be granted (or acknowledge and consent tocontinue to subsist) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Permitted Junior Lien Intercreditor Agreement, any Permitted First Lien Intercreditor Agreement and any other intercreditor or subordination agreement over such property which is (in form reasonably satisfactory including as to the Collateral Agent and deemed appropriate priority) not prohibited by it) with the collateral agent or other representative of holders of Indebtedness secured (and permitted subject to be securedany conditions in) by a Lien on assets constituting a portion of the Collateral under (1) any of Section 6.02(c), (d), (f), (i), (jk), (l), (m), (s), (t), (u), (zw), (gg), (ll) (solely as it relates to clause (c), (i), (j), (ux), (z), (gg) or bb), (qq) of Section 6.02) and/or (qq) (and in accordance with the relevant requirements thereofcc) and (2) any other provision of Section 6.02 (it being acknowledged and agreed that the Collateral Agent shall be under no obligation to execute any Intercreditor Agreement pursuant to this clause (2dd), and may elect to do so(iii) in connection with the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, or not do so, in its sole and absolute discretion(iv) (any of the foregoing, an “Intercreditor Agreement”). The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) irrevocably agree that (x) 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 hereunder and as to the respective assets constituting Collateral that secure (and are permitted to secure) such Indebtedness hereunder and (y) any Intercreditor Agreement entered into by the Collateral Agent shall be binding on the Secured Parties, and each Lender and each other Secured Party hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. Furthermore, the Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) hereby authorize the Administrative Agent and the Collateral Agent to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) to the holder of any Lien on such property that is permitted not prohibited by clauses (c), (ik), or (m), (z), (aa) (but with respect to Securitization Assets Indebtedness incurred pursuant to Section 6.01(u), only Indebtedness secured by Liens on specific assets rather than “all assets” of the Credit Parties) or Receivables Assets(ee) of Section 6.02 in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such property, (v) on property or (ii) that is or becomes Excluded Property; , (vi) subject to Section 10.02, if approved, authorized or ratified in writing by the Required Lenders and (vii) in accordance with Section 10.02(c) and in each case of the foregoing clauses (i) through (vii), the Administrative Agent and the Collateral Agent shall do so release any such Liens upon request of the Borrower; provided, that if prior to any such request, the Borrower shall have in each case delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying (x) in the case of a request pursuant to clause (iv) of this sentence, that such Lien is permitted not prohibited under this Agreement, (y) in the case of a request pursuant to clause (iiv) of this sentence, that the contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property and (z) in the case of a request pursuant to clause (iiv) of this sentence, that (A) such property is or has become Excluded Property and (B) if such property has become Excluded Property as a result of a contractual restriction, such restriction does not violate Section 6.096.11; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document to the holder of any Lien on such property that is not prohibited from ranking senior to the Liens securing the Obligations pursuant to Section 6.02; (c) to release any Guarantor from its obligations under its Guarantee if such Person (x) ceases to be a Restricted Subsidiary as a result of a transaction not prohibited under the Loan Documents (including, without limitation, in accordance with Section 10.02(c)) or (y) becomes an Excluded Subsidiary (including, for the avoidance of doubt, (1) a Restricted Subsidiary that becomes an Immaterial Subsidiary or (2) an Excluded Subsidiary that had become a Guarantor in accordance with the last proviso to the definition of “Excluded Subsidiary” and is re-designated as an Excluded Subsidiary in accordance therewith); and (d) to enter into (or amend, renew, extend, supplement, restate, replace, waive or otherwise modify) the First Lien/Second Lien Intercreditor Agreement or any other Intercreditor Agreement or subordination agreement, collateral trust agreement, or other intercreditor agreement (including a payment waterfall) (including, without limitation, those consistent with either (x) the terms of Exhibits I or M or (y) any other terms set forth in this Agreement, in each case, to the extent the Indebtedness being incurred or secured in connection therewith is not prohibited from being incurred under Section 6.01 or 6.02 of this Agreement, which the Administrative Agent and Collateral Agent shall be required to enter into upon the delivery a certificate described in the following sentence) in connection with any refinancing facilities or notes (including, without limitation, Permitted Pari Passu Refinancing Debt, Permitted Junior Refinancing Debt and Permitted Unsecured Refinancing Debt), Incremental Facilities, Permitted Incremental Equivalent Debt or other Indebtedness or obligations (including, without limitation, to the extent secured by Liens on Collateral) not prohibited (including with respect to priority) hereunder and that if any such Intercreditor Agreement or Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including a payment waterfall) (or, in each case, any such amendment or modification thereto or restatement thereof) is substantially in the other form of Exhibit I or Exhibit M, as applicable, without changes thereto that are materially adverse to the Administrative Agent or the Lenders, the Lenders shall be deemed to have agreed that the Administrative Agent’s or the Collateral Agent’s entry into such Intercreditor Agreement, Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including a payment waterfall) is reasonable and to have consented to such Intercreditor Agreement or Other Intercreditor Agreement or subordination agreement (or, in each case, any such amendment or modification thereto or restatement thereof) and such Agent’s execution thereof. The Lenders and the other Secured Parties expressly and irrevocably agree that (x) the Collateral Agent shall rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any Indebtedness or Liens are not prohibited (including with respect to priority) and (y) any Intercreditor Agreement, Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including a payment waterfall) entered into by the Administrative Agent and/or Collateral Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby expressly and irrevocably agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement, Other Intercreditor Agreement, subordination agreement, collateral trust agreement or other intercreditor agreement (including a payment waterfall). (e) The foregoing provisions of this Section 9.10 are intended as an inducement to any provider of any Indebtedness not prohibited by Section 6.01 hereof to extend credit to the Credit Parties and such persons are intended third-party beneficiaries of such provisions. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s irrevocable authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under its Guarantee pursuant to this Section 9.10; provided, that, for the avoidance of doubt, the Administrative Agent shall not be required to request such confirmation in writing. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably requires the Administrative Agent to), at the Borrower’s expense, promptly execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to (i) evidence the release of any such item of Collateral from the assignment and security interest granted under the Security Documents (including the filing of termination statements or the return of pledged collateral) or (ii) or to subordinate its interest in any such item, or to release any such Guarantor from its obligations under its Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 9.10; it being acknowledged and agreed by each Lender that the Administrative Agent and/or Collateral Agent, in each case in its capacity as such, shall have no liability with respect to taking such actions to evidence such release. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and the Collateral Agent’s Lien thereon, or any certificate (including any certificate described in the immediately following sentence) prepared by any Loan Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Each of the Lenders and the other Secured Parties irrevocably authorizes and directs the Administrative Agent to rely on any certificate of a Responsible Officer of the Borrower to the effect that a release of Collateral is in compliance with the Loan Documents, without independent investigation, and release its interests in any Collateral or release any Guarantor from its obligations under the Loan Documents pursuant to this Section 9.10 (including, each case of the foregoing, by filing applicable termination statements and/or returning pledged Collateral). Any such certificate shall be conclusive and binding.

Collateral and Guarantee Matters. (a) The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) authorize the Collateral Agent to release any Collateral or Guarantors in accordance with Section 9.18 or if approved, authorized or ratified in accordance with Section 9.08. The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) hereby irrevocably authorize and instruct the Collateral Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Permitted Junior Lien Intercreditor Agreement, any Permitted First Lien Intercreditor Agreement and any other intercreditor or subordination agreement (in form reasonably satisfactory to the Collateral Agent and deemed appropriate by it) with the collateral agent or other representative of holders of Indebtedness secured (and permitted to be secured) by a Lien on assets constituting a portion of the Collateral under (1) any of Section 6.02(c), (i), (j), (u), (z), (gg), (ll) (solely as it relates to clause (c), (i), (j), (u), (z), (gg) or (qq) of Section 6.02) and/or (qq) (and in accordance with the relevant requirements thereof) and (2) any other provision of Section 6.02 (it being acknowledged and agreed that the Collateral Agent shall be under no obligation to execute any Intercreditor Agreement pursuant to this clause (2), and may elect to do so, or not do so, in its sole and absolute discretion) (any of the foregoing, an “Intercreditor Agreement”). The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) irrevocably agree that (x) 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 hereunder and as to the respective assets constituting Collateral that secure (and are permitted to secure) such Indebtedness hereunder and (y) any Intercreditor Agreement entered into by the Collateral Agent shall be binding on the Secured Parties, and each Lender and each other Secured Party hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. Furthermore, the Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) hereby authorize the Administrative Agent and the Collateral Agent Agent, without any further consent of any Lender or any other Secured Party, (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) at the Termination Date, (B) that is sold, transferred or otherwise Disposed (whether voluntary or involuntary) of or to be sold, transferred or otherwise Disposed (whether voluntary or involuntary) of as part of or in connection with any sale, transfer or other Disposition (whether voluntary or involuntary) permitted under the Loan Documents (including all of the Collateral of a Guarantor which is released from its obligations under the Loan Documents pursuant to clause (iii) below); provided, however, any sale, transfer or other Disposition (whether voluntary or involuntary) of all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under the Guarantee Agreement or the HK Guarantee Agreement shall be subject to Section 10.2(b), (C) that constitutes Intellectual Property, upon the occurrence of the Permanent Borrowing Base Trigger, provided no Event of Default has occurred and is continuing or would result therefrom, (D) subject to Section 10.2, if approved, authorized or ratified in writing by the Required Lenders, or (E) to the extent provided in the Collateral Documents; (ii) to subordinate any Lien on (A) any property granted to or held by the Administrative Agent under any Loan Document (i) to the holder of any Lien on such property that is permitted by clauses Section 7.2(d) and (c)B) any Foreign Receivables and/or Foreign Inventory (and related rights, (i), assets and/or Equity Interests) granted to or (z) (with respect to Securitization Assets or Receivables Assets) of Section 6.02 in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such property or (ii) that is or becomes Excluded Property; and held by the Administrative Agent and the Collateral Agent shall do so upon request of the Borrower; provided, that prior to under any such request, the Borrower shall have in each case delivered Loan Document to the Administrative Agent a certificate holder of a Responsible Officer of the Borrower certifying (x) that such Lien is permitted under this Agreement, (y) in the case of a request pursuant to clause (i) of this sentence, that the contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property and that is permitted by Section 7.2(k); and (ziii) in to release any Borrower or Guarantor from its obligations under the case of a request pursuant to clause (ii) of this sentence, that (A) such property is or has become Excluded Property and (B) Loan Documents if such property has become Excluded Property Person ceases to be a Subsidiary as a result of a contractual restrictiontransaction permitted under the Loan Documents or otherwise is no longer required to be a Borrower or Guarantor pursuant to the terms of the Loan Documents (including as the result of becoming an Excluded Subsidiary), such restriction does not violate Section 6.09. The Administrative Agent and provided, however, that the release of all or substantially all of the Collateral Agent shall not be responsible for or have a duty to ascertain all or inquire into any representation or warranty regarding the existence, value or collectability substantially all of the Collateral, the existence, priority or perfection value of the Administrative Agent’s and Guarantees under the Collateral Agent’s Lien thereon, Guarantee Agreement or any certificate prepared by any Loan Party in connection therewith, nor the HK Guarantee Agreement shall the Administrative Agent be responsible or liable for any failure subject to monitor or maintain any portion of the CollateralSection 10.2(b).

Collateral and Guarantee Matters. (a) The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) authorize the Collateral Agent to release any Collateral or Guarantors in accordance with Section 9.18 or if approved, authorized or ratified in accordance with Section 9.08. The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) hereby irrevocably authorize and instruct the Collateral Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Permitted Junior Lien Intercreditor Agreement, any Permitted First Lien Intercreditor Agreement and any other intercreditor or subordination agreement (in form reasonably satisfactory to the Collateral Agent and deemed appropriate by it) with the collateral agent or other representative of holders of Indebtedness secured (and permitted to be secured) by a Lien on assets constituting a portion of the Collateral under (1) any of Section 6.02(c), (i), (j), (u), (z), (gg), (ll) (solely as it relates to clause (c), (i), (j), (u), (z), (gg) or (qq) of Section 6.02) and/or (qq) (and in accordance with the relevant requirements thereof) and (2) any other provision of Section 6.02 (it being acknowledged and agreed that the Collateral Agent shall be under no obligation to execute any Intercreditor Agreement pursuant to this clause (2), and may elect to do so, or not do so, in its sole and absolute discretion) (any of the foregoing, an “Intercreditor Agreement”). The Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) irrevocably agree that (x) 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 hereunder and as to the respective assets constituting Collateral that secure (and are permitted to secure) such Indebtedness hereunder and (y) any Intercreditor Agreement entered into by the Collateral Agent shall be binding on the Secured Parties, and each Lender and each other Secured Party hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. Furthermore, the Lenders and the other Secured Parties (by virtue of their acceptance of the benefits of the Loan Documents) hereby authorize the Administrative Agent and the Collateral Agent Agent, without any further consent of any Lender or any other Secured Party, (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) at the Termination Date, (B) that is sold, transferred or otherwise Disposed (whether voluntary or involuntary) of or to be sold, transferred or otherwise Disposed (whether voluntary or involuntary) of as part of or in connection with any sale, transfer or other Disposition (whether voluntary or involuntary) permitted under the Loan Documents (including all of the Collateral of a Guarantor which is released from its obligations under the Loan Documents pursuant to clause (iii) below); provided, however, any sale, transfer or other Disposition (whether voluntary or involuntary) of all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under the Guarantee Agreement or the HK Guarantee Agreement shall be subject to Section 10.2(b), (C) that constitutes Intellectual Property, upon the occurrence of the Permanent Borrowing Base Trigger, provided no Event of Default has occurred and is continuing or would result therefrom, (D) subject to Section 10.2, if approved, authorized or ratified in writing by the Required Lenders, or (E) to the extent provided in the Collateral Documents; (ii) to subordinate any Lien on (A) any property granted to or held by the Administrative Agent under any Loan Document (i) to the holder of any Lien on such property that is permitted by clauses Section 7.2(d) and (c)B) any Foreign Receivables and/or Foreign Inventory (and related rights, (i), assets and/or Equity Interests) granted to or (z) (with respect to Securitization Assets or Receivables Assets) of Section 6.02 in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such property or (ii) that is or becomes Excluded Property; and held by the Administrative Agent and the Collateral Agent shall do so upon request of the Borrower; provided, that prior to under any such request, the Borrower shall have in each case delivered Loan Document to the Administrative Agent a certificate holder of a Responsible Officer of the Borrower certifying (x) that such Lien is permitted under this Agreement, (y) in the case of a request pursuant to clause (i) of this sentence, that the contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property and that is permitted by Section 7.2(k); and (ziii) in to release any Borrower or Guarantor from its obligations under the case of a request pursuant to clause (ii) of this sentence, that (A) such property is or has become Excluded Property and (B) Loan Documents if such property has become Excluded Property Person ceases to be a Subsidiary as a result of a contractual restrictiontransaction permitted under the Loan Documents or otherwise is no longer required to be a Borrower or Guarantor pursuant to the terms of the Loan Documents (including as the result of becoming an Excluded Subsidiary), such restriction does not violate provided, however, that the release of all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under the Guarantee Agreement or the HK Guarantee Agreement shall be subject to Section 6.0910.2(b). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Loan Documents pursuant to this Section 9.10. (b) The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s and the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.