Common use of Collateral and Guaranty Matters Clause in Contracts

Collateral and Guaranty Matters. The Lenders and the L/C Issuers irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Credit, (ii) that is Disposed or to be Disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.09. In each case as specified in this Section 10.09, the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.09.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Purchaser irrevocably authorize the Collateral Agent, at its option and in its discretion,agrees: (a) to That upon the request of the Company, the Collateral Agent may release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Operative Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination holder of all Letters of Credit, (ii) any Lien on such property that is Disposed or to be Disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document or (iii) subject pursuant to Section 11.01, if approved, authorized or ratified in writing by documents reasonably acceptable to the Required LendersCollateral Agent; and (b) to release The Collateral Agent may, without any Subsidiary Guarantor from its obligations under further consent of the Guaranty if such Person ceases Holders, enter into any intercreditor or subordination agreement with the collateral agent or other representatives of holders of any Indebtedness that is intended to be secured on a Restricted Subsidiary junior or otherwise becomes an Excluded Subsidiary as a result of a transaction pari passu basis with the Liens securing the Obligations, in each case, where such Indebtedness is secured by Liens permitted hereunder. The Collateral Agent may rely exclusively on a certificate of the chief executive officer or chief financial officer the Company as to whether any such other Liens are permitted. Any such intercreditor or subordination agreement entered into by the Collateral Agent in accordance with the terms of this Agreement shall be binding on the Holders. Upon request by the Collateral Agent at any time, the Required Lenders Holders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor Subsidiary from its obligations under the Guaranty relevant Operative Documents pursuant to this Section 10.0910.10. In each case as specified in this Section 10.0910.10, the Collateral Agent willwill promptly upon the request of the Company (and each Purchaser irrevocably authorizes the Collateral Agent to), at the Borrowers’ Company’s expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan Party the Company may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Operative Documents, or to evidence the release of such Guarantor from its obligations under the applicable Guaranty, in each case in accordance with the terms of the Loan Operative Documents and this Section 10.0910.10 (and the Collateral Agent may rely conclusively on a certificate of the chief executive officer or chief financial officer of the Company to that effect provided to it by any Credit Party upon its reasonable request without further inquiry). Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Collateral Agent.

Collateral and Guaranty Matters. The (a) Each of the Lenders and the L/C Issuers (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank) irrevocably authorize the Collateral Agent, at its option and in its discretion,: (ai) to release any Lien on any property Collateral granted to or held by the Collateral Agent, for the ratable benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Credit Commitment and payment in full of all Secured Obligations (other than (1) inchoate indemnification obligations and any other obligations which pursuant to the terms of any Loan Document specifically survive repayment of the Loans for which no claim has been made and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Collateral Agent and the applicable Issuing Lender shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents, or (C) if approved, authorized or ratified in writing in accordance with Section 12.2; (ii) to subordinate or release any Lien on any Collateral granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination holder of all Letters of Credit, (ii) that is Disposed or to be Disposed of as part of or any Lien in connection with any transaction purchase money Indebtedness or Capital Leases permitted hereunder or under any other Loan Document or (iii) subject pursuant to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders9.2(o); and (biii) to release any Subsidiary Guarantor from its obligations under the Guaranty any Loan Documents if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 10.0911.9. In each case as specified in this Section 10.0911.9, the Collateral Agent will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsSecurity Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantyGuaranty Agreement and the Security Agreement, in each case in accordance with the terms of the Loan Documents and this Section 10.0911.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Asset Disposition permitted pursuant to Section 9.5, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any person. (b) The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Credit Parties irrevocably authorize the Collateral Agent and the Canadian Agent, at its their option and in its discretiontheir discretion to, or, in the event of any Disposition permitted hereunder, the Collateral Agent or the Canadian Agent shall, (a) to release any Lien on any property granted to or held by the Collateral any Agent under any Loan Document (i) upon termination of the Aggregate Total Revolving Credit Commitments and payment Payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of CreditFull, (ii) solely with respect to any Lien on any property of the Canadian Loan Parties, upon termination of the Canadian Total Commitments and Payment in Full of all Canadian Liabilities, (iii) that is Disposed of or to be Disposed of as part of or in connection with any transaction Disposition permitted hereunder or under any other Loan Document Document, or (iiiiv) subject to Section 11.01, if approved, authorized or ratified in writing by the Required LendersLenders in accordance with Section 10.01; (b) subordinate any Lien on any property granted to or held by the Administrative Agent or the Canadian Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (h) of the definition of Permitted Encumbrances; and (bc) to release any Subsidiary Guarantor from its obligations under the any Facility Guaranty and each other applicable Loan Document if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder, provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Term Loan Agreement. Upon request by the Collateral any Agent at any time, the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) will confirm in writing the Collateral Agent’s or the Canadian Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Facility Guaranty and each other applicable Loan Document pursuant to this Section 10.099.10. In each case as specified in this Section 10.099.10, the Collateral Agent or the Canadian Agent will, at the BorrowersLoan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest Lien granted under the Collateral DocumentsSecurity Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.099.10.

Collateral and Guaranty Matters. The Lenders and Lenders, the L/C Issuers Issuer and the Hedging Parties irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Aggregate Commitments and payment in full of all Obligations, the Cash Management Obligations and the Secured Swap Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretionobligations) and the expiration or termination of all Letters of Credit, (ii) that is Disposed sold or to be Disposed of sold as part of or in connection with any transaction sale permitted hereunder or under any other Loan Document or Document, (iii) subject to Section 11.0110.01, if approved, authorized or ratified in writing by the Required LendersLenders or, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Security Documents or to file Uniform Commercial Code continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; and (b) to subordinate any Lien on any Property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and (c) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.099.10. In each case as specified in this Section 10.099.10, the Administrative Agent or the Collateral Agent willwill (and each Lender irrevocably authorizes such Agent to), at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.099.10.

Collateral and Guaranty Matters. The Lenders and Lenders, the L/C Issuers and the Designated Pari Passu Facility Providers irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and (y) obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under ) and each Letter of Credit having been backstopped or Cash Collateralized, in respect ofeach case, in amounts and other amounts due pursuant to documentation in form and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably substance satisfactory to the relevant Hedge Bank in its sole discretion) Administrative Agent and the expiration or termination of all Letters of Creditrelevant L/C Issuer, (ii) that is Disposed or to be Disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document or Document, (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required LendersLenders or (iv) that is on or with respect to Mortgaged Property which is not Material Real Property; and (b) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary or transaction permitted hereunderhereunder or the application of clause (v) of the definition of Excluded Subsidiary thereto. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.09. In each case as specified in this Section 10.09, the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.09.

Collateral and Guaranty Matters. The Each of the Lenders and the L/C Issuers (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank) irrevocably authorize the Collateral Agent, at its option Administrative Agent and in its discretion,the Administrative Agent hereby agrees with the Borrower to promptly upon the request of the Borrower: (a) to release any Lien on any property Collateral granted to or held by the Collateral Agent Administrative Agent, for the ratable benefit of the Secured Parties, under any Loan Document (i) upon the termination of the Total Revolving Credit Commitments Commitment and payment in full of all Secured Obligations (other than (xA) contingent indemnification obligations not yet accrued and payable (B) obligations and obligations in respect of liabilities under Secured Treasury Cash Management Agreements and (y) Obligations under or Secured Hedge Agreements; provided that Agreements as to which arrangements satisfactory to the net termination liability under applicable Cash Management Bank or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time Bank shall have been paid made (or secured in as to which the manner provided in such release of the Lien on the Collateral is otherwise permitted pursuant to the terms of the applicable Secured Cash Management Agreement or Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretionAgreement) and the expiration or termination of all Letters of CreditCredit not fully Cash Collateralized pursuant to Section 3.8, (ii) that is Disposed sold or to be Disposed of sold as part of or in connection with any transaction sale permitted hereunder or under any other Loan Document Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; andin accordance with Section 12.2; (b) to release any Subsidiary Guarantor from its obligations under the Guaranty any Loan Documents if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (c) subordinate or release any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Permitted Lien. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.0911.9. In each case as specified in this Section 10.0911.9, the Collateral Administrative Agent will, at the Borrowers’ Borrower’s expense, promptly (x) deliver to the applicable Credit Party any Collateral in the Administrative Agent’s possession following the release of such Collateral and (y) execute and deliver to the applicable Loan Credit Party such documents as such Loan Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsSecurity Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.0911.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting a Disposition permitted pursuant to Section 9.5, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any person.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Total Revolving Credit Aggregate Commitments and payment in full of all Secured Obligations (other than (xA) Secured Hedging Obligations, (B) Secured Cash Management Obligations and (C) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretionpayable) and the expiration or termination of all Letters of CreditCredit (or provision therefor in full in a manner reasonably satisfactory to each L/C Issuer), (ii) that is Disposed sold or to be Disposed of sold as part of or in connection with any transaction sale permitted hereunder or under any other Loan Document or to any Person other than a Loan Party, (iii) subject to Section 11.0110.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) owned by a Subsidiary Guarantor upon release of such Subsidiary Guarantor from its obligations under its Subsidiary Guaranty pursuant to clause (b) below; and (b) to release any Subsidiary Guarantor from its obligations under the Guaranty any Loan Document to which it is a party if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of any Permitted Subordinated Indebtedness unless and until such Subsidiary Guarantor is (or is being simultaneously) released from its guarantee with respect to such Permitted Subordinated Indebtedness. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release its interest in particular types or items of property property, or to release any Subsidiary Guarantor from its obligations under the Guaranty Loan Documents pursuant to this Section 10.099.11. In each case as specified in this Section 10.099.11, the Collateral Administrative Agent will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Subsidiary Guarantor from its obligations under the GuarantyLoan Documents, in each case in accordance with the terms of the Loan Documents and this Section 10.099.11.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Credit Parties (including, as applicable, in their capacities as potential providers of Bank Products and/or Cash Management Services) irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Aggregate Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have for which no claim has been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretionasserted) and the expiration expiration, termination or termination Cash Collateralization of all Letters of Credit, (ii) that is Disposed sold or to be Disposed of sold as part of or in connection with any transaction sale permitted hereunder or under any other Loan Document Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; andApplicable Lenders in accordance with Section 10.01; (b) to subordinate any Lien on Collateral other than Inventory, Accounts, Credit Card Receivables, DDAs and securities accounts to the holder of any Lien permitted by clause (h) of the definition of Permitted Encumbrances to secure Indebtedness permitted pursuant to clause (c) of the definition of Permitted Indebtedness; and (c) to release any Subsidiary Guarantor from its obligations under the Facility Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Agent at any time, the Required Applicable Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Facility Guaranty pursuant to this Section 10.099.10. In each case as specified in this Section 10.099.10, the Collateral Agent will, at the BorrowersLoan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsSecurity Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.099.10.

Collateral and Guaranty Matters. The Without limiting the provisions of Section 8.11, the Lenders and the L/C Issuers Issuer irrevocably authorize the Administrative Agent or the Collateral Agent, as applicable, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Credit, (ii) that is Disposed or to be Disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; and in accordance with Section 9.08, or pursuant to Section 9.18, and (b) to release subordinate any Subsidiary Guarantor from its obligations Lien on any property granted to or held by the Collateral Agent under any Loan Document to the Guaranty if holder of any Lien on such Person ceases to be a Restricted Subsidiary property that is permitted by Section 6.02(i) or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder(j). Upon request by the Administrative Agent or the Collateral Agent Agent, as applicable, at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release a Guarantor from the Guarantee Agreement or its interest in particular types or items of property or to release any Guarantor from its obligations under in accordance with this Section. The Lenders and the Guaranty pursuant to this Section 10.09. In each case as specified in this Section 10.09, L/C Issuer irrevocably agree that (x) the Collateral Agent willmay, at without any further consent of any Lender, enter into or amend (i) the Borrowers’ expenseFirst Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, execute (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of Parent as to whether any such other Liens are permitted and deliver (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties. No Agent shall have any responsibility for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall any Agent be responsible or liable to the applicable Loan Party such documents as such Loan Party may reasonably request Lenders for any failure to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, monitor or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 10.09Collateral.

Collateral and Guaranty Matters. (a) The Lenders and the L/C Issuers irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (ai) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon the termination of all Revolving Commitments, the Total Revolving Cash Collateralization of all reimbursement obligations with respect to Letters of Credit Commitments in an amount equal to 105% of the aggregate LC Exposure of all Lenders, and the payment in full of all Obligations (other than (x) contingent indemnification obligations, such Cash Collateralized reimbursement obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of CreditProducts Obligations), (ii) that is Disposed sold or to be Disposed of sold as part of or in connection with any transaction sale permitted hereunder or under any other Loan Document Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lendersin accordance with Section 11.12; and (bii) to release any Subsidiary Guarantor Credit Party from its obligations under the applicable Guaranty and Security Documents if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Majority Lenders will confirm in writing the Collateral Administrative Agent’s authority to release its interest in particular types or items of property property, or to release any Guarantor Credit Party from its obligations under the applicable Guaranty or Security Documents pursuant to this Section 10.09Section. In each case as specified in this Section 10.09Section, the Collateral Administrative Agent willis authorized, at the Borrowers’ expense, to execute and deliver to the applicable Loan Credit Party such documents as such Loan Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest Liens granted under the Collateral applicable Security Documents, or to release such Guarantor Credit Party from its obligations under the Guarantyapplicable Guaranty and Security Documents, in each case in accordance with the terms of the Loan Documents and this Section 10.09Section. (b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any member of the Lender Group for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. The (a) Each Lender hereby authorizes and directs the Administrative Agent and the Collateral Trustee to enter into the Collateral Documents, the Collateral Trust Agreement and any Intercreditor Agreements as required herein for the benefit of the Lenders and the L/C Issuers other Secured Parties. Without limiting the provisions of Section 9.9 or Section 10.18, the Lenders, irrevocably authorize the Collateral Trustee and the Administrative Agent, at its such Agent’s option and in its such Agent’s discretion,: (ai) subject to Section 10.18(f), to release any Lien on any property granted to or held by the Collateral Agent Trustee under any Loan Credit Document (iA) upon termination of the Total Revolving Credit aggregate Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations amounts in respect of Secured Treasury Management Agreements indemnification, expense reimbursement, yield protection or tax gross-up and (y) other contingent obligations with respect to which no claim has been made), including all Obligations under Secured all Hedge Agreements; provided Agreements that the net termination liability under have not been novated or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory collateralized (to the relevant Hedge Bank in its sole discretion) and extent required by the expiration or termination of all Letters of Creditterms thereof), (iiB) that is Disposed sold or to be Disposed of sold as part of or in connection with any transaction sale to a third party permitted hereunder or under any other Loan Document Credit Document, or (iiiC) subject to Section 11.0110.8, if approved, authorized or ratified in writing by the Required Requisite Lenders; and; (bii) to release any Subsidiary Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder. ; and (iii) to subordinate any Lien on any property granted to or held by the Collateral Trustee under any Credit Document to the holder of any Lien on such property that is permitted by Section 6.12. (b) Upon request by the Administrative Agent or the Collateral Agent Trustee at any time, the Required Requisite Lenders (or, if necessary, all Lenders) will confirm in writing the Collateral Agent’s authority of the Agents to release its their interest in particular types or items of property property, or to release any Guarantor from its obligations under the applicable Guaranty pursuant to this Section 10.099.10. In each case as specified in this Section 10.099.10, the Administrative Agent and the Collateral Agent Trustee will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the applicable Guaranty, in each case in accordance with the terms of the Loan Credit Documents and this Section 10.099.10.

Collateral and Guaranty Matters. The (a) Each Agent, each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank), each Issuing Bank and each other Secured Party irrevocably authorizes the Administrative Agent and Collateral Agent to be the agent for and representative of the Lenders with respect to the Guaranty, the Collateral and the L/C Issuers Collateral Documents and agrees that, notwithstanding anything to the contrary in any Loan Document: (i) Liens on any property granted to or held by an Agent or in favor of any Secured Party under any Loan Document will be automatically and immediately released, and each Secured Party irrevocably authorize authorizes and directs the Collateral AgentAgents to enter into, at its option and in its discretioneach agrees that it will enter into, the necessary or advisable documents requested by the Borrower and associated therewith, upon the occurrence of any of the following events (each, a “Lien Release Event”), (aA) the payment in full in cash of all the Obligations (other than (1) Secured Cash Management Obligations, Secured Swap Obligations and contingent obligations in respect of which no claim has been made and (2) obligations in respect of Letters of Credit that have been backstopped or cash collateralized on terms satisfactory to the applicable Issuing Bank); (B) a transfer of the property subject to such Lien as part of, or in connection with, a transaction that is permitted by the terms of the Loan Documents to any Person that is not a Loan Party; (C) with respect to property owned by any Guarantor or with respect to which any Guarantor has rights, the release of such Guarantor from its obligations under its Guaranty pursuant to clause (iii) below; (D) the approval, authorization or ratification of the release of such Lien by the Required Lenders, or such percentage as may be required pursuant to Section 11.01; (E) such property becoming an Excluded Asset, Excluded Equity Interest or an asset owned by an Excluded Subsidiary or with respect to which an Excluded Subsidiary has rights; (F) as to the assets owned by such Excluded Subsidiary (or with respect to which an Excluded Subsidiary has rights), upon any Person becoming an Excluded Subsidiary; and/or (G) any such property becoming subject to a Securitization Financing to the extent required by the terms of such Securitization Financing; (ii) upon the request of the Borrower (such request, the “Release/Subordination Event”) it will release or subordinate 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 Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination holder of all Letters of Credit, (ii) any Lien on such property that is Disposed or to be Disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document or by Section 7.01(d); (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any a Subsidiary Guarantor will be automatically and immediately released from its obligations under the Guaranty if upon (A) such Person ceases Subsidiary Guarantor ceasing to be a Restricted Subsidiary of the Borrower, (B) such Subsidiary Guarantor ceasing to be a Material Subsidiary, or otherwise becomes (C) such Subsidiary Guarantor becoming an Excluded Subsidiary as a result of a transaction permitted hereunder. Upon request hereunder (clauses (A)-(C), each a “Guaranty Release Event”), and each Secured Party irrevocably authorizes and directs the Agents to enter into, and each Agent agrees it will enter into, the necessary and advisable documents requested by the Collateral Agent at any time, Borrower to (1) release (or acknowledge the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property or to release any of) such Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 10.09. In each case as specified in this Section 10.09, and (2) release (or acknowledge the release of) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary; (iv) the Administrative Agent and the Collateral Agent will, at will exclusively exercise the Borrowers’ expense, execute rights 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 remedies under the Collateral Loan Documents, or to release and neither the Lenders nor any other Secured Party will exercise such Guarantor rights and remedies (other than the Required Lenders exercising such rights and remedies through the Administrative Agent); provided that the foregoing shall not preclude any Lender from its obligations under the Guaranty, in each case exercising any right of set-off in accordance with the terms provisions of Section 11.09 or enforcing compliance with the provisions set forth in Section 11.01(b) or from exercising rights and remedies (other than the enforcement of Collateral) with respect to any payment default after the occurrence of the Maturity Date with respect to any Loans made by it or filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and (v) the Administrative Agent and Collateral Agent shall, and the Lenders and other Secured Parties irrevocably authorize and instruct the Administrative Agent and Collateral Agent to, from time to time on and after the Closing Date, without any further consent of any Lender, Issuing Bank, counterparty to any Secured Cash Management Obligation or Secured Swap Obligation or other Secured Party, enter into any Intercreditor Agreement or other intercreditor agreement with the collateral agent or other representative of the holders of Indebtedness that is secured by a Lien on Collateral that is permitted under this Agreement. Each of the Administrative Agent and the Collateral Agent agrees that it will take such commercially reasonable action and execute any such customary documents as may be reasonably requested by the Borrower (such actions and such execution, the “Release Actions”), at the Borrower’s sole cost and expense, in connection with a Lien Release Event, Release/Subordination Event or Guaranty Release Event and that such actions are not discretionary. Without limitation, the Release Actions may include, as applicable, (a) executing (if required) and delivering to the Loan Parties (or any designee of the Loan Documents Parties) any such lien releases, mortgage releases, discharges of security interests, pledges and guarantees and other similar discharge or release documents, as are reasonably requested by a Loan Party in connection with the release, as of record, of the Liens (and all notices of security interests and Liens previously filed) the subject of a Lien Release Event or Release/Subordination Event or the release of any applicable Guarantee in connection with a Guaranty Release Event and (b) delivering to the Loan Parties (or any designee of the Loan Parties) all instruments evidencing pledged debt and all equity certificates and any other collateral previously delivered in physical form by the Loan Parties to a Secured Party and held by such Secured Party at such time. In connection with any Lien Release Event, Release/Subordination Event, Guaranty Release Event or Release Action, each of the Collateral Agent and the Administrative Agent shall be entitled to rely and shall rely exclusively on an officer’s certificate of the Borrower (the “Release Certificate”) confirming that (a) such Lien Release Event, Release/Subordination Event or a Guaranty Release Event, as applicable, has occurred or will upon consummation of one or more identified transactions (an “Identified Transaction”) occur, (b) the conditions to any such Lien Release Event, Release/Subordination Event or Guaranty Release Event have occurred or will occur upon consummation of an Identified Transaction, and (c) that any such Identified Transaction is permitted by (or not prohibited by) the Loan Documents. The Collateral Agent and the Administrative Agent will be fully exculpated from any liability and shall be fully protected and shall not have any liability whatsoever to any Secured Party as a result of such reliance or the consummation of any Release Action. A Release Certificate may be delivered in advance of the consummation of any applicable Identified Transaction. Each Lender and each Secured Party irrevocably authorizes and irrevocably directs the Collateral Agent and the Administrative Agent to take the Release Actions and consents to reliance on the Release Certificate. The Secured Parties agree not to give any Agent any instruction or direction inconsistent with the provisions of this Section 10.0910.11. Neither the Administrative Agent nor the Collateral Agent shall be responsible for, or have a duty to ascertain or inquire into, any statement in a Release Certificate, the compliance of any Identified Transaction with the terms of a Loan Document, any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or contained in any certificate prepared or delivered by any Loan Party in connection with the Collateral or compliance with the terms set forth above or in a Loan Document, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Each relevant Agent agrees that, following its receipt of an applicable Release Certificate, it will take all Release Actions promptly upon the reasonable request of the Borrower and in any event not earlier than the date on which the applicable Identified Transaction described in the Release Certificate is consummated (such date, the “Release Date”). Notwithstanding the foregoing, nothing set forth in this Section 10.11 shall relieve or release any Loan Party from any liability resulting from a Default or Event of Default that results from an Identified Transaction or misrepresentation or omission in any Release Certificate.

Collateral and Guaranty Matters. (a) The Lenders Collateral Agent, as collateral agent hereunder and under the L/C Issuers Security Documents, is hereby authorized to act on behalf of the Secured Parties, in its own capacity and through other agents and sub-agents appointed by it with due care, under the Security Documents. In connection with its role as secured party with respect to the Collateral hereunder, the Collateral Agent shall act as collateral agent, for itself and for the ratable benefit of the Secured Parties, and such role as Collateral Agent shall be disclosed on all appropriate accounts, certificates, filings, mortgages and other Collateral documentation. (b) The Lender Parties irrevocably authorize the Collateral Agent, at its option and in its discretion,, and the Collateral Agent may, without further written consent or authorization from Lenders (subject to Section 11.12 hereof), and agrees with and for the benefit of EnergySolutions that it shall execute any documents or instruments and take any further actions, in each case at the sole cost and expense of EnergySolutions, necessary: (ai) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (iA) upon termination of the Total Revolving Credit Commitments and payment in full of all Secured Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretionobligations) and the expiration or termination of all Letters of Credit, (iiB) that is Disposed sold or transferred or to be Disposed of sold or transferred as part of or in connection with any transaction sale, or transferred in any liquidation or merger, in each case, permitted hereunder or under any other Loan Document Document, or (iiiC) subject to Section 11.0111.12, if approved, authorized or ratified in writing by the Required Majority Lenders; andor (bii) to release any Subsidiary Guarantor (other than Parent) from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; or (iii) after the IPO Reorganization (but only if Parent has complied with the requirements of Section 5.18), to release Holdco from this Agreement, the Holdco Pledge Agreement and the Holdco Security Agreement (and release any corresponding Liens) and terminate the Holdco Guaranty. Upon request by the Collateral Administrative Agent at any time, the Required Majority Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.09. In each case as specified in this Section 10.09, the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.099.7.

Collateral and Guaranty Matters. The (a) Each Lender and each L/C Issuer hereby authorizes and directs the Administrative Agent and the Collateral Agent to enter into the Collateral Documents and any Intercreditor Agreements as required herein for the benefit of the Lenders and the other Secured Parties. Without limiting the provisions of Section 9.8 or Section 10.18, the Lenders and the L/C Issuers Issuers, on behalf of themselves and their respective Affiliates as potential Lender Counterparties (if applicable), irrevocably authorize the Collateral Agent and the Administrative Agent, at its such Agent’s option and in its such Agent’s discretion,: (ai) subject to Section 10.18(f), to release any Lien on any property granted to or held by the Collateral Agent under any Loan Credit Document (iA) upon termination of the Total Revolving Credit aggregate Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations amounts in respect of Secured Treasury Management Agreements indemnification, expense reimbursement, yield protection or tax gross-up and (y) other contingent obligations with respect to which no claim has been made), including all Obligations under all Secured Hedge Agreements; provided Agreements that the net termination liability under have not been novated or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory collateralized (to the relevant Hedge Bank in its sole discretion) extent required by the terms thereof), and the expiration or termination (without any pending drawing) of all Letters of Credit, (iiB) that is Disposed sold or to be Disposed of sold as part of or in connection with any transaction sale to a third party permitted hereunder or under any other Loan Document Credit Document, or (iiiC) subject to Section 11.0110.8, if approved, authorized or ratified in writing by the Required Requisite Lenders; and; (bii) to release any Subsidiary Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder. ; and (iii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 6.12. (b) Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Requisite Lenders (or, if necessary, all Lenders) will confirm in writing the Collateral Agent’s authority of the Agents to release its interest in particular types or items of property property, or to release any Guarantor from its obligations under the applicable Guaranty pursuant to this Section 10.099.9. In each case as specified in this Section 10.099.9, the Administrative Agent and the Collateral Agent will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the applicable Guaranty, in each case in accordance with the terms of the Loan Credit Documents and this Section 10.099.9.

Collateral and Guaranty Matters. The Lenders and Each Lender (and, by its acceptance of the L/C Issuers irrevocably authorize benefit of any Lien in Collateral pursuant to the terms of the Collateral AgentDocuments, at its option each holder of the Rate Management and Currency Protection Obligations, each holder of the Specified Cash Management Obligations and each other Person for whose benefit the Security Trustee is granted a Lien in its discretion, Collateral pursuant to the terms of the Collateral Documents) hereby authorizes and directs (ai) JPMorgan Chase Bank, N.A. to act as Security Trustee under each Collateral Document, (ii) the Security Trustee, from time to time, to take any actions with respect to the Collateral or Collateral Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Collateral Documents and to enter into additional Collateral Documents or amendments to Collateral Documents, as contemplated by Section 6.12 or as necessary or advisable in connection with transfers or changes to the flag or vessel and/or ship registry of any Collateral Vessel permitted by Section 6.13, (iii) the Administrative Agent to, or to instruct the Security Trustee to (A) release any and all Collateral from the Liens created by the Collateral Documents, subordinate any Lien on any property granted to or held by the and all such Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Credit, (ii) that is Disposed or to be Disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; and (b) to and/or release any Subsidiary Guarantor and all Guarantors from its their respective obligations under the Guaranty if and Collateral Agreement at any time and from time to time in accordance with the provisions of the Collateral Documents and Section 11.21 and (B) execute and deliver, and take any action referred to in Section 11.21, to evidence any such Person ceases release or subordination and (iv) the Administrative Agent to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary appoint the Security Trustee as a result of a transaction permitted hereunderits mortgagee trustee to receive, hold, administer and enforce the Collateral Vessel Mortgages covering the Collateral Vessels. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority and/or the Security Trustee’s authority, as applicable, to release its interest in particular types or items of property or any Collateral from the Liens created by the Collateral Documents, to subordinate any such Liens and/or to release any Guarantor from its obligations under the Guaranty and Collateral Agreement, in each case, pursuant to this Section 10.09. In each case as specified in this Section 10.09, the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.0910.9.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Secured Parties irrevocably authorize the Collateral Agent, at its option and in its discretion,: (a) to release any Lien on any property Collateral granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have for which no underlying claim has been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Creditasserted), (ii) that is Disposed transferred or to be Disposed of transferred as part of or in connection with any transaction Disposition permitted hereunder or any Involuntary Disposition (provided that, upon request by the Collateral Agent, the Borrower shall certify in an officer’s certificate to the Collateral Agent and Lenders constituting Required Lenders that such Disposition or Involuntary Disposition is permitted under this Agreement (and each Lender agrees that the Collateral Agent may rely conclusively on any other Loan Document such certificate, without further inquiry)) or (iii) subject to as approved in accordance with Section 11.01, if approved, authorized or ratified in writing by the Required Lenders10.01; and (b) to release any Subsidiary Guarantor from its obligations under the Guaranty and Collateral Agreement if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunderhereunder (provided that, upon request by the Administrative Agent, the Borrower shall deliver to the Collateral Agent a certificate of a Responsible Officer certifying that such transaction has been or was consummated in compliance with the Loan Documents (it being agreed and understood that the Agents may conclusively rely without further inquiry on such certificate)). Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty and Collateral Agreement, pursuant to this Section 10.099.09. In each case as specified Should any Lender obtain possession or control of any assets of the Loan Parties in which, in accordance with the UCC or any other applicable law a security interest can be perfected by possession or control, such Lender shall notify the Collateral Agent thereof, and, promptly following the Collateral Agent’s request (acting at the direction of the Required Lenders) therefor, shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions. No Agent shall have any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned (whether in fee or by leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Collateral Agent pursuant to the Loan Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights granted or available to any Agent in any of the Loan Documents. Without limiting the foregoing and notwithstanding anything contained in the Loan Documents or otherwise to the contrary, the Agents shall have no obligation or duty to (a) perfect, maintain, monitor, preserve or protect any security interest, right or Lien granted under this Section 10.09Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby or take any action to protect against any diminution in value of the Collateral; (b) file, record or continue any document, financing statement, continuation statement, mortgage, assignment, notice, instrument of further assurance, or other instrument in any public office at any time or times; or (c) provide, maintain, monitor or preserve insurance on or the payment of taxes with respect to any Collateral. The powers conferred on the Collateral Agent under this Agreement and the other Loan Documents are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent will, at the Borrowers’ expense, execute and deliver shall have no duty as to any Collateral or as to the applicable Loan Party such documents as such Loan Party may reasonably request taking of any necessary steps to evidence the release preserve rights against prior parties or any other rights pertaining to any Collateral and shall be relieved of such item all responsibility for any Collateral in its possession upon surrendering it or tendering surrender of Collateral from the assignment and security interest granted under the Collateral Documents, or it to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms any of the Loan Documents Parties (or whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct). The Collateral Agent shall be deemed to have exercised reasonable care in the custody and this Section 10.09preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that Collateral Agent shall not have responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Collateral, whether or not Collateral Agent has or is deemed to have knowledge of such matters. The Collateral Agent will not be liable or responsible for any loss or damage to any Collateral or for any diminution in the value thereof, by reason of any act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by the Collateral Agent, except to the extent a court of competent jurisdiction determines in a final and non-appealable judgment that the Collateral Agent acted with gross negligence or willful misconduct in the selection of such warehouseman, carrier, forwarding agency, consignee or other agent or bailee.

Collateral and Guaranty Matters. The Without limiting the provisions of Section 8.11, the Lenders and the L/C Issuers Issuer irrevocably authorize the Administrative Agent or the Collateral Agent, as applicable, at its option and in its discretion, , (a) to release (i) any Guarantor from its obligations under the Guarantee Agreement and (ii) any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Credit, (ii) that is Disposed or to be Disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; and in accordance with Section 9.08, or pursuant to Section 9.18, and (b) to release subordinate any Subsidiary Guarantor from its obligations Lien on any property granted to or held by the Collateral Agent under any Loan Document to the Guaranty if holder of any Lien on such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction property that is permitted hereunderby Section 6.02(i). Upon request by the Administrative Agent or the Collateral Agent Agent, as applicable, at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release a Guarantor from the Guarantee Agreement or its interest in particular types or items of property or to release any Guarantor from its obligations under in accordance with this Section. The Lenders and the Guaranty pursuant to this Section 10.09. In each case as specified in this Section 10.09, L/C Issuer irrevocably agree that (x) the Collateral Agent willmay, at without any further consent of any Lender, enter into or amend (i) the Borrowers’ expenseFirst Lien Intercreditor Agreement and/or (ii) any intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Junior Lien on the Collateral that is permitted under this Agreement, execute (y) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of Parent as to whether any such other Liens are permitted and deliver (z) any such intercreditor agreement referred to in clause (x) above, entered into by the Collateral Agent, shall be binding on the Secured Parties. No Agent shall have any responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall any Agent be responsible or liable to the applicable Loan Party such documents as such Loan Party may reasonably request Lenders for any failure to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, monitor or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms maintain any portion of the Loan Documents and this Section 10.09Collateral.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Credit, (ii) that is Disposed sold or to be Disposed of sold as part of or in connection with any transaction sale permitted hereunder or under any other Loan Document Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.09. In each case as specified in this Section 10.09, the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.09.

Collateral and Guaranty Matters. The Each of the Lenders and irrevocably authorizes the L/C Issuers irrevocably authorize the Administrative Agent or Collateral Agent, at its option as applicable, on behalf of and in its discretion,for the benefit of Secured Parties, without further written consent or authorization from any Secured Party, to: (ai) to execute any documents or instruments necessary in connection with a Disposition, Investment or Restricted Payment of assets permitted by this Agreement, (b) release any Lien on encumbering any property granted item of Collateral that is the subject of such Disposition of assets or with respect to which Majority Lenders have otherwise consented or held by (c) release any Guarantor from the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in Guarantee or with respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall to which Majority Lenders have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Credit, otherwise consented; (ii) that is Disposed or to be Disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) amend the Intercreditor Agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Lien on the Collateral ranking senior to the Lien securing the Second Lien Credit Obligations that is permitted by Section 7.03 (and the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and the Intercreditor Agreement entered into by the Collateral Agent shall be binding on the Secured Parties). Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Majority Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty Guaranty, pursuant to this Section 10.099.10. In each case as specified in this Section 10.099.10, the Collateral Agent willwill promptly, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsDocuments or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.099.10. Any execution and delivery of documents pursuant to this Section 9.10 shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent and subject to the Administrative Agent’s or the Collateral Agent’s, as applicable, receipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents and as to such other matters as the Administrative Agent or the Collateral Agent may reasonably request.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Issuing Lenders and each Hedging Agreement Provider by its acceptance of such Guaranty or Collateral, irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (ai) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder and, unless such Guarantor is required to provide a guaranty pursuant to Section 5.8(a), to release such Subsidiary as a Guarantor as of the Security Release Date; and (ii) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Collateral Document (ia) upon termination the date upon which (x) the Commitments have been terminated, (y) no Loans or Letters of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (xLetters of Credit which have been Cash Collateralized) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements remain outstanding and (yz) Obligations all amounts owing hereunder or under Secured Hedge Agreements; provided that any other Credit Document or the net termination liability under Fee Letter or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall connection herewith or therewith have been paid or secured in full (other than contingent indemnification of the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory Credit Party Obligations to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Creditextent no claim giving rise thereto has been asserted), (iib) that is Disposed sold, disposed of or transferred or to be Disposed sold, disposed of or transferred as part of or in connection with any transaction sale, disposition or transfer permitted hereunder or and under any each other Loan Credit Document to a Person that is not a Credit Party, (c) if the Property subject to such Lien is owned by a Guarantor, upon the release of such Credit Party from its Guaranty otherwise in accordance with the Credit Documents, (d) that is Collateral provided under the Security Agreement and that constitutes Excluded Assets, (e) upon the occurrence of the Security Release Date or (iiif) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunderin accordance with Section 10.21. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release its interest in particular types or items of property or to release any Guarantor from its obligations under the Guaranty or to release any Lien under any Collateral Document, in each case, pursuant to this Section 10.099.10. In Further, in each case as specified in this Section 10.099.10, the Collateral Administrative Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan Credit Party may reasonably request to (i) evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or Documents pursuant to this Section 9.10 and (ii) to evidence the release of such Guarantor from its obligations Guaranty pursuant to this Section 9.10. Notwithstanding the foregoing any release of a Guarantor or a Lien shall be conditioned on such Subsidiary or Collateral being released substantially simultaneously under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.09Bridge Facility or any Secured Refinancing Facility.

Collateral and Guaranty Matters. (a) The Lenders and the L/C Issuers Secured Parties irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (ai) to release any Lien on any property Property granted to or held by the Collateral Administrative Agent under any Loan Document (iA) upon termination of the Total Revolving Credit Commitments and payment Payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of CreditFull, (iiB) that is Disposed of or to be Disposed of as part of or in connection with any transaction Disposition permitted hereunder or under any other the Loan Document Documents, or (iiiC) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders or all Lenders; and, as applicable, under Section 11.10; (bii) to subordinate any Lien on any Property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such Property that is permitted by Section 7.2; (iii) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents; and (iv) to take any other action with respect to the Collateral that is permitted or required under any intercreditor agreement. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of property Property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.0910.9. In each case as Upon the occurrence of any of the events specified in this Section 10.0910.9(a)(i)(A), the Collateral Agent will(B) or (C) or Section 10.9(a)(iii), at the Borrowers’ Borrower’s sole cost and expense, Administrative Agent shall execute and deliver to the applicable Loan Party Borrower such documents documentation as such Loan Party Borrower may reasonably request in writing to evidence release the release of such item of applicable Collateral from the assignment and security interest granted under Liens created by the Collateral Documents, or to Loan Documents and/or release such the applicable Guarantor from its obligations under the its Guaranty, in each as the case in accordance may be. In connection with any such request by ▇▇▇▇▇▇▇▇, Administrative Agent may request, and if requested by Administrative Agent, ▇▇▇▇▇▇▇▇ shall deliver a written certificate of a Responsible Officer of Borrower certifying that the terms of applicable transaction is permitted under the Loan Documents (and this Section 10.09Administrative Agent may rely conclusively on any such certificate without further inquiry and shall have no liability to any Secured Party for any inaccuracy or misrepresentation contained therein). (b) Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall Administrative Agent be responsible or liable to Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Credit Parties irrevocably authorize the Collateral Agent, at its option and in its discretionAgents, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Aggregate Commitments and payment in full of all Secured Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (yfor which no claim has been asserted) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) becoming Fully Satisfied and the expiration or termination of all Letters of CreditCredit or the Cash Collateralization of any LC Obligations, (ii) that is Disposed sold or to be Disposed of sold as part of or in connection with any transaction sale permitted hereunder or under any other Loan Document or Document, (iii) subject with respect to Section 11.01any Lien upon any Excluded Asset, in accordance with the terms and conditions of any intercreditor agreement and Security Documents applicable thereto, or (iv) with respect to any Liens on property constituting less than all or substantially all of the Collateral, if approved, authorized or ratified in writing by the Required Lenders; and; (b) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (j) of Section 7.01; and (c) to release any Subsidiary Guarantor from its obligations under the Facility Guaranty and each other applicable Loan Document if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral any Agent at any time, the Required applicable Lenders will confirm in writing the Collateral such Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Facility Guaranty and each other applicable Loan Document pursuant to this Section 10.099.10. In each case as specified in this Section 10.099.10, the Collateral Agent Agents will, at the BorrowersLoan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsSecurity Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantyFacility Guaranty and each other applicable Loan Document, in each case in accordance with the terms of the Loan Documents and this Section 10.099.10.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,discretion (without notice to, or vote or consent of, any counterparty to any Specified Hedge Agreement or Specified Cash Management Agreement that was a Lender or an Affiliate of any Lender at the time such agreement was executed): (a) to release any Lien on any property Collateral granted to or held by the Collateral Agent Administrative Agent, for the ratable benefit of itself and the other Secured Parties (whether or not on the date of such release there may be outstanding Specified Obligations or contingent or indemnification obligations not then due), under any Loan Document (i) upon repayment of the outstanding principal of and all accrued interest on the Loans, payment of all outstanding fees and expenses hereunder, the termination of the Total Revolving Credit Lenders’ Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Credit, (ii) that is Disposed sold or to be Disposed of sold as part of or in connection with any transaction sale permitted hereunder or under any other Loan Document Document, or (iii) subject to Section 11.0113.2, if approved, authorized or ratified in writing by the Required Lenders; and; (b) to subordinate any Lien on any Collateral (whether or not on the date of such release there may be outstanding Specified Obligations or contingent or indemnification obligations not then due) granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such Collateral that is permitted by Section 10.2(g); and (c) to release any Subsidiary Guarantor (whether or not on the date of such release there may be outstanding Specified Obligations or contingent or indemnification obligations not then due) from its obligations under the Guaranty Agreement if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 10.09. In each case as specified in this Section 10.09, the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.09Section.

Collateral and Guaranty Matters. The (1) Each of the Lenders (including in its capacity as a potential Qualified Counterparty or Cash Management Bank) and the L/C Issuers other Secured Parties irrevocably authorize appoints and authorizes the Administrative Agent and the Collateral Agent to be the agent for and representative of the Lenders with respect to the Collateral Agreement, the Collateral and the Security Documents, together with such powers and discretion as are reasonably incidental thereto; provided that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of any Cash Management Obligations or Obligations with respect to any Specified Hedge Agreement. (2) Each Agent, at its option each Lender and in its discretion,each other Secured Party agrees that: (a) to release any Lien Liens on any property granted to or held by the Collateral an Agent in favor of any Secured Party under any Loan Document will be automatically released, (i) upon Payment in Full and the termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Credit, Commitments; (ii) that at the time the property subject to such Lien is Disposed (or to be Disposed of Disposed) as part of of, or in connection with with, any transaction transfer permitted hereunder or under the Loan Documents to any other Person that is not (and is not required to be) a Loan Document or Party, (iii) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Collateral Agreement pursuant to clause (c) below; (iv) subject to Section 11.0110.08, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders; andor (v) upon such property becoming an Excluded Asset or Excluded Equity Interest. (b) it will release or subordinate any Lien on any property granted to release or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(3); (c) if any Subsidiary Guarantor from its obligations under the Guaranty if such Person Loan Party ceases to be a Restricted Subsidiary in a transaction permitted hereunder, is not a Material Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder becomes an Excluded Subsidiary (in each case, as certified in writing by a Responsible Officer), and the Borrower notifies the Administrative Agent in writing that it wishes such Guarantor to be released from its obligations under the Collateral Agreement and, upon request of the Administrative Agent or the Collateral Agent, as applicable, provides the Administrative Agent and the Collateral Agent certifications that such Subsidiary Loan Party is not a Material Subsidiary or has become an Excluded Subsidiary (as applicable), it will release (or evidence the release) of (i) such Subsidiary Loan Party from its obligations under the Collateral Agreement and the other Loan Documents and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary; and (d) the Administrative Agent and the Collateral Agent will exclusively exercise the rights and remedies under the Loan Documents, and neither the Lenders nor any other Secured Party will exercise such rights and remedies (other than the Required Lenders through the Administrative Agent); provided that the foregoing shall not preclude any Lender from exercising any right of set-off in accordance with the provisions of Section 10.06 or enforcing compliance with the provisions set forth in clauses (i) through (vi) of Section 10.08(2) or from exercising rights and remedies (other than the enforcement of Collateral) with respect to any payment default after the occurrence of the Maturity Date with respect to any Term Loans made by it or filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law. Each Agent agrees that it will take such action and execute any such documents as may be reasonably requested by the Borrower in connection with any of the foregoing releases or any such subordination. Each of the Collateral Agent and the Administrative Agent shall be entitled to rely exclusively on an officers certificate of the Borrower confirming that such release or subordination (as applicable) is permitted hereunder. Each Lender and each Secured Party irrevocably authorizes each Administrative Agent to take such action and execute any such document and consents to such reliance. No Agent will be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or contained in any certificate prepared or delivered by the Borrower or any Loan Party in connection with the Collateral or compliance with the terms set forth above or in a Loan Document, nor shall any Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor Loan Party from its obligations under under, the Guaranty Loan Documents. Notwithstanding anything to the contrary set forth herein, any execution and delivery of documents by any Agent pursuant to this Section 10.09. In 9.11 shall be without recourse to or warranty by such Agent and at the Borrower’s expense; and such documents shall be reasonably acceptable to such Agent and the Borrower. (3) Anything contained in any of the Loan Documents to the contrary notwithstanding, each case as specified in this Section 10.09Agent, each Lender and each Secured Party hereby agree that: (a) no Lender or other Secured Party shall have any right individually to realize upon any of the Collateral Agent will, at the Borrowers’ expense, execute and deliver or 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 enforce the Collateral DocumentsAgreement or any other Loan Document, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent or to release such Guarantor from its obligations under the GuarantyCollateral Agent, in each case as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof, and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent for the benefit of the Lenders in accordance with the terms thereof; (b) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the U.S. Bankruptcy Code), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the U.S. Bankruptcy Code) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Collateral Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities), shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition; (c) no provision of any Loan Documents shall require the creation, perfection or maintenance of pledges of or security interests in, or the obtaining of title insurance or abstracts with respect to, any Excluded Assets, any Excluded Equity Interests and any other particular assets, if and for so long as, in the reasonable judgment of the Collateral Agent, the cost of creating, perfecting or maintaining such pledges or security interests in such other particular assets or obtaining title insurance or abstracts in respect of such other particular assets is excessive in view of the fair market value of such assets or the practical benefit to the Lenders afforded thereby as reasonably determined by a Responsible Officer of the Borrower and the Administrative Agent (or with respect to matters relating primarily to the ABL Priority Collateral, the Borrower and the ABL Agent); (d) the Collateral Agent may grant extensions of time for the creation or perfection of security interests in or the obtaining of title insurance and surveys with respect to particular assets (including extensions beyond the Closing Date for the creation or perfection of security interests in the assets of the Loan Documents Parties on such date) where it reasonably determines, in consultation with the Borrower, that creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents; (e) no actions required by the Laws of any non-U.S. jurisdiction shall be required in order to create any security interests in any assets or to perfect such security interests (including any intellectual property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction); (f) no control agreements shall be required with respect to assets requiring perfection through control agreements or perfection by “control” (as defined in the Uniform Commercial Code); and (g) the provisions of Section 5.10(4) of this Agreement and this Section 10.09Sections 4.01(4) and 4.01(6) of the Collateral Agreement shall supersede any other provision of a Loan Document to the contrary.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers irrevocably authorize the Collateral Agent, at its option and in its discretion,, and the Collateral Agent agrees with the Borrower that the Collateral Agent shall: (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon the termination of all Commitments, the Total Revolving Cash Collateralization of all reimbursement obligations with respect to Letters of Credit Commitments in an amount equal to 103% of the aggregate LC Outstandings of all Lenders, and the payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of CreditCash Collateralized reimbursement obligations), (ii) that is Disposed sold or to be Disposed of sold to any Person that is not a Credit Party as part of or in connection with any transaction sale permitted hereunder or under any other Loan Document Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lendersin accordance with Section 11.12; and (b) to release any Subsidiary Guarantor Credit Party from its obligations under the Guaranty applicable Collateral Documents if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property property, or to release any Guarantor Credit Party from its obligations under the Guaranty applicable Collateral Documents pursuant to this Section 10.09Section. In each case as specified in this Section 10.09Section, the Collateral Agent willis authorized, at the Borrowers’ Borrower’s expense, to execute and deliver deliver, without recourse or warranty, to the applicable Loan Credit Party such documents as such Loan Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest Liens granted under the applicable Collateral Documents, or to release such Guarantor Credit Party from its obligations under the Guarantyapplicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section 10.09Section.

Collateral and Guaranty Matters. (a) The Lenders and the L/C Issuers irrevocably authorize and direct each of the Collateral Agent, at its option and in its discretion,Agents: (ai) to release any Lien on any property Collateral granted to or held by the Collateral applicable Agent under any Loan Credit Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Credit Party Obligations outstanding under the Credit Documents (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretionobligations) and the expiration or termination of all Letters of Credit, (ii) that is Disposed transferred or to be Disposed of transferred as part of or in connection with any transaction sale or other disposition permitted hereunder or under any other Loan Document Section 6.4, or (iii) subject to Section 11.019.1, if approved, authorized or ratified in writing by the Required Lenders; and; (bii) to subordinate any Lien on any Collateral granted to or held by such Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.3(d); (iii) to release any Subsidiary Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iv) to share on a pari passu basis any Lien of the Collateral Agent on any Capital Stock of a Subsidiary or any Principal Property with the holders of the 2011 Senior Notes and the holders of the 2013 Senior Notes, in each case to the extent the 1995 Senior Note Indenture requires such Lien. (b) In connection with a termination or release pursuant to this Section 8.11, the applicable Agent shall promptly execute and deliver to the applicable Credit Party, at the Company’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral an Agent at any time, the Required Lenders or the Required Canadian Lenders, as the case may be, will confirm in writing the Collateral such Agent’s authority to release or subordinate its interest in particular types or items of property Property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.09. In each case as specified in 8.11; provided, however, that the applicable Agent may not decline to release any Lien or guarantee pursuant to this Section 10.09, the Collateral Agent will, at the Borrowers’ expense, execute and deliver 8.11 due to the applicable Loan Party absence of any such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.09confirmation.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and (y) obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under ) and each Letter of Credit having been backstopped or Cash Collateralized, in respect ofeach case, in amounts and other amounts due pursuant to documentation in form and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably substance satisfactory to the relevant Hedge Bank in its sole discretion) Administrative Agent and the expiration or termination of all Letters of Creditrelevant L/C Issuer, (ii) that is Disposed or to be Disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary or transaction permitted hereunderhereunder or the application of clause (v) of the definition of Excluded Subsidiary thereto. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.09. In each case as specified in this Section 10.09, the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.09.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Lender irrevocably authorize the Collateral Agent, at its option and in its discretion,agrees: (a) to That upon the request of the Company, the Collateral Agent may release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Transaction Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination holder of all Letters of Credit, (ii) any Lien on such property that is Disposed or to be Disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document or (iii) subject pursuant to Section 11.01, if approved, authorized or ratified in writing by documents reasonably acceptable to the Required LendersCollateral Agent; and (b) to release The Collateral Agent may, without any Subsidiary Guarantor from its obligations under further consent of the Guaranty if such Person ceases Lender, enter into (i) any intercreditor or subordination agreement with the collateral agent or other representatives of holders of Permitted Secured Debt that is intended to be secured on a Restricted Subsidiary junior or otherwise becomes an Excluded Subsidiary as pari passu basis with the Liens securing the Obligations and/or (ii) a result intercreditor or subordination agreement with the collateral agent or other representatives of the holders of Indebtedness that is intended to be secured on a transaction junior basis to the Liens securing the Obligations, in each case, where such Indebtedness is secured by Liens permitted hereunder. The Collateral Agent may rely exclusively on a certificate of the chief executive officer or chief financial officer the Company as to whether any such other Liens are permitted. Any such intercreditor or subordination agreement entered into by the Collateral Agent in accordance with the terms of this Agreement shall be binding on the Secured Parties. Upon request by the Collateral Agent at any time, the Required Lenders Lender will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor Subsidiary from its obligations under the Guaranty and Security Agreement pursuant to this Section 10.0925.10. In each case as specified in this Section 10.0925.10, the Collateral Agent willwill promptly upon the request of the Company (and the Lender irrevocably authorizes the Collateral Agent to), at the Borrowers’ Company’s expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan Party the Company may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents Transaction Agreements and this Section 10.0925.10 (and the Collateral Agent may rely conclusively on a certificate of the chief executive officer or chief financial officer of the Company to that effect provided to it by any Credit Party upon its reasonable request without further inquiry). Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Collateral Agent.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Credit Parties irrevocably authorize the Collateral AgentAgents, at its their option and in its their discretion, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment Payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of CreditFull, (ii) that is Disposed sold or otherwise disposed or to be Disposed sold or otherwise disposed of as part of or in connection with any transaction sale permitted hereunder or under any other Loan Document or, with respect to Term Priority Collateral, as to which the Collateral Agent is required to release such Lien pursuant to the Intercreditor Agreement, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; andApplicable Lenders in accordance with SECTION 9.02; (b) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (h) of the definition of Permitted Encumbrances in the case of ABL Priority Collateral, and clauses (h), (m), (p), (r) and (z) of the definition of “Permitted Encumbrances” in the case of Term Priority Collateral; (c) to release any Subsidiary Facility Guarantor from its obligations under the Guaranty any Facility Guarantee if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; (d) to release each Loan Party from its obligations under the Loan Documents (other than those that expressly survive termination) upon Payment in Full; (e) to release its Lien on Term Priority Collateral (i) at the times and as required under the Security Agreement or the Intercreditor Agreement, and (ii) on the Release Date; and (f) to enter into, on behalf of the Applicable Lenders, the Intercreditor Agreement and any other intercreditor agreements and/or subordination agreements described herein, to the extent the same are in form and substance reasonably satisfactory to the Agents. Upon request by the Collateral Administrative Agent at any time, the Required Applicable Lenders will confirm in writing the Collateral Agent’s Agents’ authority to release or subordinate its interest in particular types or items of property or property, to release any Facility Guarantor from its obligations under any Facility Guarantee, to release any Loan Party from its obligations under the Guaranty Loan Documents, or to enter into the Intercreditor Agreement and any other intercreditor agreement and/or subordination agreement, in each case pursuant to this Section 10.09SECTION 8.15. In each case as specified in this Section 10.09SECTION 8.15, the Collateral Agent Agents will, at the BorrowersLoan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsSecurity Documents or to subordinate its interest in such item, or to release such Facility Guarantor from its obligations under the Guarantyapplicable Facility Guarantee, or to release each Loan Party from its obligations under the Loan Documents, or to enter into any intercreditor agreement and/or subordination agreement, in each case in accordance with the terms of the Loan Documents and this Section 10.09SECTION 8.15.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Credit, (ii) that is Disposed sold or to be Disposed of sold as part of or in connection with any transaction sale permitted hereunder or under any other Loan Document Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.09. In each case as specified in this Section 10.09, the Collateral Agent will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.09.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Credit Parties irrevocably authorize the Collateral AgentAgents, at its their option and in its their discretion,: (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Aggregate Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations for which no claim has been asserted and any Other Liabilities which are not yet accrued by their terms then due and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time Agents shall have been paid or secured received such indemnities and collateral security as they shall have required in accordance with the manner provided in terms of Section 10.11 to protect the Credit Parties against any obligations that may thereafter arise with respect to such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretionOther Liabilities) and the expiration or termination of all Letters of CreditCredit (except to the extent fully Cash Collateralized or supported by another letter of credit in a manner reasonably satisfactory to the L/C Issuer and the Administrative Agent), (ii) that is Disposed sold or to be Disposed of sold as part of or in connection with any transaction sale permitted hereunder or under any other Loan Document Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; andLenders in accordance with Section 10.01; (b) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (h) of the definition of Permitted Encumbrances; and (c) to release any Subsidiary Guarantor from its obligations under the Facility Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral any Agent at any time, the Required Lenders will confirm in writing the Collateral such Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Facility Guaranty pursuant to this Section 10.099.09. In each case as specified in this Section 10.099.09, the Collateral Agent Agents will, at the BorrowersLoan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsSecurity Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.099.09.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, : (a) to a)to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of on the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of CreditTermination Date, (ii) that is Disposed sold or to be Disposed of sold as part of or in connection with any transaction sale permitted hereunder or under any other Loan Document or to any Person other than a Loan Party, (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; and , (iv) owned by a Subsidiary Guarantor upon release of such Subsidiary Guarantor from its obligations under its Subsidiary Guaranty pursuant to clause (b) below or (v) becomes an Excluded Asset or ceases to constitute Collateral; (b)to release any Subsidiary Guarantor from its obligations under the Guaranty any Loan Document to which it is a party if such Person (i) ceases to be a Restricted Subsidiary or otherwise (ii) becomes an Excluded Subsidiary Subsidiary, in each case, as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of any Permitted Subordinated Indebtedness unless and until such Subsidiary Guarantor is (or is being simultaneously) released from its guarantee with respect to such Permitted Subordinated Indebtedness; and (c)to enter into any subordination, intercreditor and/or similar agreement contemplated hereunder, including with respect to Indebtedness that is (i) required or permitted to be subordinated in right of payment hereunder and/or (ii) secured by Liens and required or permitted to be pari passu with or junior to the Liens securing the Secured Obligations, and with respect to which Indebtedness, an intercreditor, subordination or similar agreement is contemplated under this Agreement. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release its interest in particular types or items of property property, or to release any Subsidiary Guarantor from its obligations under the Guaranty Loan Documents pursuant to this Section 10.099.11. In each case as specified in this Section 10.099.11, the Collateral Administrative Agent will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Subsidiary Guarantor from its obligations under the GuarantyLoan Documents, in each case in accordance with the terms of the Loan Documents and this Section 10.099.

Collateral and Guaranty Matters. The Lenders and Each Lender (including any counterparty to any Secured Hedge Agreement or Secured Cash Management Agreement that was a Lender or an Affiliate of any Lender at the L/C Issuers time such agreement was executed) irrevocably authorize authorizes the Collateral Administrative Agent, at its option and in its discretion,, without notice to, or vote or consent of, any counterparty to any Secured Hedge Agreement or Secured Cash Management Agreement that was a Lender or an Affiliate of any Lender at the time such agreement was executed: (a) to release any Lien on any property Collateral granted to or held by the Collateral Agent Administrative Agent, for the ratable benefit of the Secured Parties, under any Loan Document (i) upon the termination of the Total Revolving Credit Commitments Commitment and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretionthen due) and the expiration or termination of all Letters of Credit, (ii) that is Disposed sold, transferred or to be Disposed of sold or transferred as part of or in connection with any sale or other transaction permitted hereunder or under any other Loan Document or Document, (iii) subject to as provided in Section 11.017.15(c), or (iv) if approved, authorized or ratified in writing by the Required Lenders; andin accordance with Section 11.2; (b) to release any Subsidiary Guarantor (whether or not on the date of such release there may be outstanding Specified Obligations or contingent indemnification obligations not then due) from its obligations under the Subsidiary Guaranty Agreement and any other Loan Documents if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (c) to subordinate or release any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Permitted Lien. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 10.0910.9. In each case as specified in this Section 10.0910.9, the Collateral Administrative Agent will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party Borrower such documents as such Loan Party the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsDocuments or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.0910.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an disposition of assets permitted pursuant to Section 8.1, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any person.

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacities as a potential Cash Management Bank and the a potential Hedge Bank and for on behalf of each of its Affiliates that is or may be a Cash Management Bank or Hedge Bank) and each L/C Issuers Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , to (a) to upon request therefor from the Borrower, release any Collateral described on Schedule 7.05(j) from the Liens created by the Collateral Documents, (b) release any and all Collateral from the Liens created by the Collateral Documents, subordinate any Lien on any property granted to or held by the and all such Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Credit, (ii) that is Disposed or to be Disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; and (b) to and/or release any and all Subsidiary Guarantor Guarantors from its their respective obligations under the Subsidiary Guaranty if at any time and from time to time in accordance with the provisions of the Collateral Documents and Section 10.21, (c) execute and deliver, and take any action referred to in Section 10.21 to evidence any such Person ceases release or subordination and (d) enter into any amendments of the Collateral Documents dated on and as of even date herewith deemed reasonably necessary or appropriate by the Administrative Agent in order to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result evidence the amendment and restatement of a transaction permitted hereunderthe Existing Credit Agreement, the extension, renewal and continuation of the Obligations secured by such Collateral Documents and for any other related purpose. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section 10.099.10 or Section 10.21. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. In each case as specified in this Section 10.09addition, the Collateral Administrative Agent will, at will have no obligation to conduct any independent evaluation or appraisal of the Borrowers’ expense, execute and deliver to assets or liabilities of 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 DocumentsBorrower, or to release such Guarantor from its obligations under the Guarantyany other party, in each case in accordance with the terms of the Loan Documents and this Section 10.09or opine or advise on any related Solvency issues.

Collateral and Guaranty Matters. The Each of the Lenders irrevocably authorizes the Administrative Agent and the L/C Issuers irrevocably authorize the Collateral Agent, at its option and in its discretion,each of the Administrative Agent and the Collateral Agent agrees that it will: (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 Total Revolving Credit Aggregate Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Creditpayable), (ii) that at the time the property subject to such Lien is Disposed transferred or to be Disposed of transferred as part of or in connection with any transaction transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower or any Guarantors, (iii) subject to Section 11.0110.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders; and , (biv) if the property subject to such Lien is owned by a Guarantor, upon release any Subsidiary of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below and/or (v) upon the Guaranty consummation of any Exit Conversion; (b) release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and (c) release any Subsidiary from its obligations under the Guaranty, if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral such Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.099.11. In each case as specified in this Section 10.099.11, the Collateral applicable Agent willwill (and each Lender irrevocably authorizes the applicable Agent to), at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request and prepare to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.099.11.

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuers irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination satisfaction of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of CreditTermination Conditions, (ii) that is Disposed sold, disposed of or transferred or to be Disposed sold, disposed of or transferred as part of or in connection with any transaction sale, disposition or transfer permitted hereunder or under any other Loan Document or to a Person that is not a Loan Party, (iii) that constitutes Excluded Assets, (iv) if the property subject to Section 11.01such Lien is owned by a Guarantor, upon the release of such Guarantor from its Guaranty otherwise in accordance with the Loan Documents, (v) that constitutes Excluded Assets or (vi) if approved, authorized or ratified in writing by the Required Lenders; andin accordance with Section 11.01; (b) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Restricted Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property or ; (c) to release any Guarantor from its obligations under the Guaranty pursuant if such Person ceases to this be a Subsidiary that is a Material Subsidiary; (d) to release any Guarantor, other than any Person that is a Pledgor (for so long as such Person is a Pledgor), from its obligations under the Guaranty if such Person is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries, at such time as its guaranty of such Material Indebtedness and any other Material Indebtedness is released; (e) enter into subordination, intercreditor and/or similar agreements with respect to Indebtedness that is (i) required or permitted to be subordinated hereunder and/or (ii) secured by Liens, and which Indebtedness contemplates an intercreditor, subordination or collateral trust agreement; (f) to release any Guarantor that is an Immaterial Subsidiary from its obligations under the Guaranty if such Person is a guarantor of any capital markets Indebtedness of the Borrowers or the Restricted Subsidiaries, at such time as its guaranty of such capital markets Indebtedness and any other capital markets Indebtedness is released; (g) to release any Guarantor that is the owner or lessor of any Real Property in connection with any substantially contemporaneous transaction or series of related transactions (which transactions may, for the avoidance of doubt, be sequenced or structured in a similar manner to the transactions with respect to MGP to occur on or around the Closing Date) resulting in the transfer of such Real Property (or the Equity Interests of such Guarantor), directly or indirectly, as part of or in connection with any sale, disposition or transfer to MGP (or one of its Subsidiaries) permitted hereunder or under any other Loan Document; provided that the only assets owned by such Guarantor are the applicable Real Property and such other assets permitted to be sold, disposed of or transferred hereunder or under any other Loan Document in connection with such transactions; provided, further, that to the extent such sale, disposition or transfer has not been consummated on or prior to the date that is two Business Days after the date of such release (or such later date as reasonably agreed by the Administrative Agent), the Borrowers shall cause the applicable Restricted Subsidiary to restore its Guaranty to the extent required hereunder or under any other Loan Document; and (h) 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 10.098.04(d) and clauses (f) and (u) of the definition of “Permitted Encumbrances.” The Administrative Agent hereby agrees to use its commercially reasonable efforts to take any of the foregoing actions requested by the Company to facilitate any transaction permitted hereunder within ten Business Days following request by the Company (or such shorter period of time as Administrative Agent may agree to in its reasonable discretion), in a form reasonably requested by the Company. In each case as specified in this Section 10.0910.10, the Collateral Administrative Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsDocuments or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.0910.10.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Fronting Banks irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Total Revolving Credit Aggregate Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretionobligations) and the expiration or termination of all Letters of Credit, (ii) that is Disposed as otherwise permitted by the terms of this Agreement or to be Disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document Document, or (iii) subject to Section 11.0110.01, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any Subsidiary Guarantor Guaranty upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit; and (c) to release any Designated Borrower from its obligations under the Guaranty this Credit Agreement and any other Loan Document and release any Collateral provided by such Designated Borrower if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunderDesignated Borrower. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release Collateral, release a Designated Borrower from its interest in particular types Obligations or items of property or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.099.10. In each case as specified in this Section 10.099.10, the Collateral Administrative Agent will, at the Borrowers’ AXIS Capital’s expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest Lien granted under the Collateral DocumentsSecurity Agreements or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.099.10. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting a Disposition permitted pursuant to Section 7.01, the Liens created by any of the Loan Documents on such property shall be automatically released without need for further action by any person. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Collateral Rig Mortgages for the benefit of the Lenders. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Collateral Rig Mortgages, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Collateral Rig Mortgages which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Rig Mortgages. (b) The Lenders and the L/C Issuers irrevocably hereby authorize the Collateral Agent, at its option and in its discretion, (ai) to release any Lien on any property Collateral Rig granted to or held by the Collateral Agent under any Loan Document Collateral Rig Mortgage (iw) upon termination of the Total Revolving Credit all Commitments and payment in full and satisfaction of all Obligations (other than contingent indemnification obligations), (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and connection with a Flag Jurisdiction Transfer, (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Credit, (ii) that is Disposed sold or otherwise disposed of or to be Disposed sold or otherwise disposed of as part of or in connection with any transaction sale or other disposition permitted hereunder or under any other Loan Document the Credit Documents (including, without limitation, in connection with a Rig Exchange), or (iiiz) subject to Section 11.0110.11, if approved, authorized or ratified in writing by the Required Lenders; and (bii) to release (x) any Guarantor (other than Holdings, TINC or any Subsidiary Guarantor of Holdings that owns a Collateral Rig) from its obligations under the Guaranty Guarantees and the Collateral Rig Mortgage if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary of Holdings as a result of a transaction permitted hereundernot prohibited under the Credit Documents or (y) release any Guarantor (other than Holdings, TINC or any Subsidiary of Holdings that owns a Collateral Rig) from its obligations under the relevant Guarantee and Collateral Rig Mortgages if such Subsidiary ceases to own a Collateral Rig in connection with a transaction not prohibited under the Credit Documents; provided that, to the extent such Guarantor also guarantees the obligations of TINC under the Existing Credit Agreement (including any extension, renewal or refinancing thereof), such Guarantor shall only be released from its obligations under the relevant Guarantee and Collateral Rig Mortgages if such Guarantor is released from its guarantee of the obligations of TINC under the Existing Credit Agreement (including any extension, renewal or refinancing thereof) substantially simultaneously. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property or to release any Guarantor from its obligations under the Guaranty Collateral pursuant to this Section 10.09. In each case as specified in this Section 10.099.8. (c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of any Collateral, the Collateral existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent will, at the Borrowers’ expense, execute and deliver be responsible or liable to the applicable Loan Party such documents as such Loan Party may reasonably request Lenders for any failure to evidence the release monitor or maintain any portion of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.09Collateral.

Collateral and Guaranty Matters. The Notwithstanding anything to the contrary contained herein or in any other Loan Document, each of the Lenders (for itself and on behalf of each of its Affiliates that is a Secured Party) and the L/C Issuers irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Total Revolving Credit Aggregate Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued obligations, (y) contingent Guaranteed Subsidiary Obligations, and payable and obligations in respect of (z) Obligations under any Secured Treasury Cash Management Agreements and (y) Obligations under Secured Hedge Agreements; , provided, that with respect to Foreign Subsidiary F/X Obligations guaranteed pursuant to the Borrower Guaranty and Secured Hedge Agreements only, no Hedge Bank holding any Foreign Subsidiary F/X Obligations or Obligations under any Secured Hedge Agreement, as the case may be, has provided written notice to the Administrative Agent, at least two (2) Business Days prior to the proposed date of any such release of Liens, that arrangements for replacement collateral, if any, consistent with the net termination liability under requirements of any applicable Foreign F/X Swap Contract or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at have not been made for the benefit of such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretionBank) and the expiration or termination of all Letters of Credit, (ii) that is Disposed sold or to be Disposed of sold as part of or in connection with any transaction sale permitted hereunder or under any other Loan Document Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; andin accordance with Section 10.01; (bi) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunderhereunder and (ii) to terminate this Agreement (including the Borrower Guaranty) and the other Loan Documents (other than Secured Cash Management Agreements and Secured Hedge Agreements) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations, (y) contingent Guaranteed Subsidiary Obligations, and (z) Obligations under any Secured Cash Management Agreements and Secured Hedge Agreements, provided, that with respect to Foreign Subsidiary F/X Obligations guaranteed pursuant to the Borrower Guaranty and Secured Hedge Agreements only, no Hedge Bank holding any Foreign Subsidiary F/X Obligations or Obligations under any Secured Hedge Agreement, as the case may be, has provided written notice to the Administrative Agent, at least two (2) Business Days prior to the proposed date of any such release of Liens, that arrangements for replacement collateral, if any, consistent with the requirements of any applicable Foreign F/X Swap Contract or Secured Hedge Agreement have not been made for the benefit of such Hedge Bank) and the expiration or termination of all Letters of Credit; and (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 Section 7.01(i). Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of property or property, to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.099.10, or to terminate the Loan Documents (other than Secured Cash Management Agreements and Secured Hedge Agreements). In each case as specified in this Section 10.099.10, the Collateral Administrative Agent will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, Documents or to subordinate its interest in such item, to release such a Guarantor from its obligations under the Guaranty, or to evidence the Loan Documents (other than Secured Cash Management Agreements and Secured Hedge Agreements), in each case in accordance with the terms of the Loan Documents and this Section 10.099.10.

Collateral and Guaranty Matters. The (a) Each Agent, each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank), each Issuing Bank, and each other Secured Party irrevocably authorizes the Administrative Agent and Collateral Agent to be the agent for and representative of the Lenders with respect to the Guaranty, the Collateral and the L/C Issuers Collateral Documents and agrees that, notwithstanding anything to the contrary in any Loan Document: (i) Liens on any property granted to or held by an Agent or in favor of any Secured Party under any Loan Document will be automatically and immediately released, and each Secured Party irrevocably authorize authorizes and directs the Collateral AgentAgents to enter into, at its option and in its discretioneach agrees that it will enter into, the necessary or advisable documents requested by a Borrower and associated therewith, upon the occurrence of any of the following events (each, a “Lien Release Event”), (aA) the payment in full in cash of all the Obligations (other than (1) Secured Cash Management Obligations, Secured Swap Obligations and contingent obligations in respect of which no claim has been made and (2) obligations in respect of Letters of Credit that have been backstopped or cash collateralized on terms satisfactory to the applicable Issuing Bank); (B) a transfer of the property subject to such Lien as part of, or in connection with, a transaction that is permitted by the terms of the Loan Documents to any Person that is not a Loan Party; (C) with respect to property owned by any Guarantor or with respect to which any Guarantor has rights, the release of such Guarantor from its obligations under its Guaranty or hereunder, as applicable, pursuant to clause (iii) below; (D) the approval, authorization or ratification of the release of such Lien by the Required Lenders, or such percentage as may be required pursuant to Section 11.01; (E) such property becoming an Excluded Asset, Excluded Equity Interest or an asset owned by an Excluded Subsidiary or with respect to which an Excluded Subsidiary has rights; (F) as to the assets owned by such Excluded Subsidiary (or with respect to which an Excluded Subsidiary has rights), upon any Person becoming an Excluded Subsidiary; and/or (G) any such property becoming subject to a Securitization Financing to the extent required by the terms of such Securitization Financing; (ii) upon the request of a Borrower (such request, the “Release/Subordination Event”) it will release or subordinate 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 Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination holder of all Letters of Credit, (ii) any Lien on such property that is Disposed or to be Disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document or by Section 7.01(d); (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any a Subsidiary Guarantor will be automatically and immediately released from its obligations under the Guaranty if upon (A) such Person ceases Subsidiary Guarantor ceasing to be a Restricted Subsidiary of the US Borrower, (B) such Subsidiary Guarantor ceasing to be a Material Subsidiary, or otherwise becomes (C) such Subsidiary Guarantor becoming an Excluded Subsidiary as a result of a transaction permitted hereunder. Upon request ; provided that if such Subsidiary Guarantor becomes an Excluded Subsidiary solely as a result of such Subsidiary Guarantor becoming an Excluded Subsidiary of the type described in clause (a) of the definition thereof, such release shall only be permitted if, at the time such Subsidiary Guarantor becomes such an Excluded Subsidiary, (i) no Specified Event of Default has occurred and is continuing and (ii) such Subsidiary Guarantor so becomes such an Excluded Subsidiary as a result of a joint venture or other strategic transaction permitted hereunder that was not entered into for the primary purpose of releasing the Guaranty of such Subsidiary Guarantor (as determined by the Collateral US Borrower in good faith) (clauses (A)-(C), each a “Guaranty Release Event”), and each Secured Party irrevocably authorizes and directs the Agents to enter into, and each Agent at any timeagrees it will enter into, the Required Lenders will confirm in writing necessary and advisable documents requested by a Borrower to (1) release (or acknowledge the Collateral Agent’s authority to release its interest in particular types or items of property or to release any of) such Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 10.09. In each case as specified in this Section 10.09, and (2) release (or acknowledge the release of) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary; (iv) the Administrative Agent and the Collateral Agent willwill exclusively exercise the rights and remedies under the Loan Documents, and neither the Lenders nor any other Secured Party will exercise such rights and remedies (other than the Required Lenders through the Administrative Agent); provided that the foregoing shall not preclude any Lender from exercising any right of set-off in accordance with the provisions of Section 11.09 or enforcing compliance with the provisions set forth in Section 11.01(b) or from exercising rights and remedies (other than the enforcement of Collateral) with respect to any payment default after the occurrence of the Maturity Date with respect to any Loans made by it or filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under the U.S. Bankruptcy Code or any other Debtor Relief Law; and (v) the Administrative Agent and Collateral Agent shall, and the Lenders and other Secured Parties irrevocably authorize and instruct the Administrative Agent and Collateral Agent to, from time to time on and after the Closing Date, without any further consent of any Lender, Issuing Bank, counterparty to any Secured Cash Management Obligation or Secured Swap Obligation or other Secured Party, enter into any Intercreditor Agreement or other intercreditor agreement with the collateral agent or other representative of the holders of Indebtedness that is secured by a Lien on Collateral that is expressly permitted under this Agreement. Each Agent, each Lender and each other Secured Party agrees that it will promptly take such action and execute any such documents as may be reasonably requested by a Borrower (such actions and such execution, the “Release Actions”), at the Borrowers’ sole cost and expense, execute in connection with a Lien Release Event, Release/Subordination Event or Guaranty Release Event and deliver that such actions are not discretionary. Without limitation, the Release Actions may include, as applicable, (a) executing (if required) and delivering to the applicable Loan Parties (or any designee of the Loan Parties) any such lien releases, mortgage releases, discharges of security interests, pledges and guarantees and other similar discharge or release documents, as are reasonably requested by a Loan Party such documents in connection with the release, as such Loan Party may reasonably request to evidence of record, of the Liens (and all notices of security interests and Liens previously filed) the subject of a Lien Release Event or Release/Subordination Event or the release of such item any applicable Guarantee in connection with a Guaranty Release Event and (b) delivering to the Loan Parties (or any designee of Collateral from the assignment Loan Parties) all instruments evidencing pledged debt and security interest granted under all equity certificates and any other collateral previously delivered in physical form by the Loan Parties to a Secured Party. In connection with any Lien Release Event, Release/Subordination Event, Guaranty Release Event or Release Action, each of the Collateral Agent and the Administrative Agent shall be entitled to rely and shall rely exclusively on an officer’s certificate of a Borrower (the “Release Certificate”) confirming that (a) such Lien Release Event, Release/Subordination Event or a Guaranty Release Event, as applicable, has occurred or will upon consummation of one or more identified transactions (an “Identified Transaction”) occur, (b) the conditions to any such Lien Release Event, Release/Subordination Event or Guaranty Release Event have occurred or will occur upon consummation of an Identified Transaction, and (c) that any such Identified Transaction is permitted by (or not prohibited by) the Loan Documents. The Collateral Agent and the Administrative Agent will be fully exculpated from any liability and shall be fully protected and shall not have any liability whatsoever to any Secured Party as a result of such reliance or the consummation of any Release Action. A Release Certificate may be delivered in advance of the consummation of any applicable Identified Transaction. Each Lender and each Secured Party irrevocably authorizes and irrevocably directs the Collateral Agent and the Administrative Agent to take the Release Actions and consents to reliance on the Release Certificate. The Secured Parties agree not to give any Agent any instruction or direction inconsistent with the provisions of this Section 10.11. Neither the Administrative Agent nor the Collateral Agent shall be responsible for, or have a duty to release such Guarantor from its obligations ascertain or inquire into, any statement in a Release Certificate, the compliance of any Identified Transaction with the terms of a Loan Document, any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or contained in any certificate prepared or delivered by any Loan Party in connection with the Collateral or compliance with the terms set forth above or in a Loan Document, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. (b) Anything contained in any of the Loan Documents to the contrary notwithstanding, each Agent, each Lender and each Secured Party hereby agree that: (i) no Lender or other Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty or any other Loan Document, it being understood and agreed that all powers, rights and remedies hereunder and under any of the GuarantyLoan Documents may be exercised solely by the Administrative Agent or the Collateral Agent, in each case as applicable, for the benefit of the Lenders in accordance with the terms hereof and thereof, and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent for the benefit of the Lenders in accordance with the terms thereof; (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the U.S. Bankruptcy Code), only the Collateral Agent (except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the U.S. Bankruptcy Code) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Collateral Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities), shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition; (iii) no provision of any Loan Documents shall require the creation, perfection or maintenance of pledges of or security interests or hypothecs in, or the obtaining of title insurance or abstracts with respect to, any Excluded Assets and any other particular assets, if and for so long as, in the reasonable judgment of the Collateral Agent, the cost of creating, perfecting or maintaining such pledges or security interests or hypothecs in such other particular assets or obtaining title insurance or abstracts in respect of such other particular assets is excessive in view of the fair market value of such assets or the practical benefit to the Lenders afforded thereby; and (iv) the Collateral Agent may grant extensions of time for the creation or perfection of security interests or hypothecs in or the obtaining of title insurance and surveys with respect to particular assets (including extensions beyond the Closing Date for the creation or perfection of security interests in the assets of the Loan Documents and Parties on such date) where it reasonably determines, in consultation with the Borrowers, that creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Section 10.09Agreement or the Collateral Documents.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Secured Parties irrevocably authorize the Collateral Agent, at its option and in its discretion,: (a) to release any Lien on any property Collateral granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have for which no underlying claim has been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Creditasserted), (ii) that is Disposed transferred or to be Disposed of transferred as part of or in connection with any transaction Disposition permitted hereunder or any Involuntary Disposition (provided that, upon request by the Collateral Agent, the Borrower shall certify in an officer’s certificate to the Collateral Agent and Lenders constituting Required Lenders that such Disposition or Involuntary Disposition is permitted under this Agreement (and each Lender agrees that the Collateral Agent may rely conclusively on any other Loan Document such certificate, without further inquiry)) or (iii) subject to as approved in accordance with Section 11.01, if approved, authorized or ratified in writing by the Required Lenders10.01; and (b) to release any Subsidiary Guarantor from its obligations under the Guaranty and Collateral Agreement if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunderhereunder (provided that, upon request by the Administrative Agent, the Borrower shall deliver to the Collateral Agent a certificate of a Responsible Officer certifying that such transaction has been or was consummated in compliance with the Loan Documents (it being agreed and understood that the Agents may conclusively rely without further inquiry on such certificate)). Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty and Collateral Agreement, pursuant to this Section 10.099.09. In each case as specified Should any Lender obtain possession or control of any assets of the Loan Parties in which, in accordance with the UCC or any other applicable law a security interest can be perfected by possession or control, such Lender shall notify the Collateral Agent thereof, and, promptly following the Collateral Agent’s request (acting at the direction of the Required Lenders) therefor, shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions. No Agent shall have any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned (whether in fee or by leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Collateral Agent pursuant to the Loan Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights granted or available to any Agent in any of the Loan Documents. Without limiting the foregoing and notwithstanding anything contained in the Loan Documents or otherwise to the contrary, the Agents shall have no obligation or duty to (a) perfect, maintain, monitor, preserve or protect any security interest, right or Lien granted under this Section 10.09Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby or take any action to protect against any diminution in value of the Collateral; (b) file, record or continue any document, financing statement, continuation statement, mortgage, assignment, notice, instrument of further assurance, or other instrument in any public office at any time or times; or (c) provide, maintain, monitor or preserve insurance on or the payment of taxes with respect to any Collateral. The powers conferred on the Collateral Agent under this Agreement and the other Loan Documents are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent will, at the Borrowers’ expense, execute and deliver shall have no duty as to any Collateral or as to the applicable Loan Party such documents as such Loan Party may reasonably request taking of any necessary steps to evidence the release preserve rights against prior parties or any other rights pertaining to any Collateral and shall be relieved of such item all responsibility for any Collateral in its possession upon surrendering it or tendering surrender of Collateral from the assignment and security interest granted under the Collateral Documents, or it to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms any of the Loan Documents Parties (or whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct). The Collateral Agent shall be deemed to have exercised reasonable care in the custody and this Section 10.09preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that Collateral Agent shall not have responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Collateral, whether or not Collateral Agent has or is deemed to have knowledge of such matters. The Collateral Agent will not be liable or responsible for any loss or damage to any Collateral or for any diminution in the value thereof, by reason of any act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by the Collateral Agent, except to the extent a court of competent jurisdiction determines in a final and non-appealable judgment that the Collateral Agent acted with gross negligence or willful misconduct in the selection of such warehouseman, carrier, forwarding agency, consignee or other agent or bailee.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to Each of the Lenders irrevocably authorizes the Administrative Agent and the Collateral Agent to: (i) release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (iw) upon termination of the Total Revolving Credit Commitments and payment Payment in full of all Obligations (other than Full, (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Credit, (ii) that is Disposed sold or otherwise disposed to be Disposed of a Person other than a Loan Party as part of or in connection with any transaction sale or other Disposition permitted hereunder or under any other the Loan Document Documents, (y) upon such owner of the property ceasing to be a Loan Party pursuant to the terms of this Agreement or (iiiz) subject to Section 11.019.01, if approved, authorized or ratified in writing by the Required LendersLenders or such other number or percentage of Lenders required hereby; and (bii) to release any Subsidiary Guarantor from its obligations under the Guaranty if Guarantee and Collateral Agreement upon Payment in Full or such Person ceases Guarantor ceasing to be a Restricted Subsidiary Loan Party pursuant to the terms of this Agreement. In connection with any release under this Section 8.10, to the extent that any instrument, notice, document or other writing or any other action by the Administrative Agent or Collateral Agent is necessary to effect or evidence such release, the Borrower shall deliver to the Administrative Agent and the Collateral Agent: (i) an officer’s certificate of the Borrower (A) stating that such release of the Lien or the release of the Guarantor, as applicable, complies with and is permitted by this Agreement and the other Loan Documents and (B) requesting the Collateral Agent to release the Lien on such property or release such Guarantor and to execute and deliver instruments or authorize filings in connection therewith; and (ii) the proposed instrument or instruments releasing such Lien or releasing such Guarantor, in each case in form reasonably satisfactory to the Administrative Agent and the Collateral Agent with respect to its rights, immunities and obligations. In connection with any release under Section 8.10(a)(i)(x), at the request and sole expense of any Guarantor, the Administrative Agent shall instruct the Collateral Agent, in writing, (i) to promptly deliver to such Guarantor any Collateral held by the Collateral Agent pursuant to the Guarantee and Collateral Agreement and (ii) to promptly execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence such release, in each case, as set forth in Section 9.15 of the Guarantee and Collateral Agreement. Any such release of guarantee obligations or security interests shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations shall be rescinded or must otherwise becomes an Excluded Subsidiary be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a transaction permitted hereunderreceiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty and Collateral Agreement pursuant to this Section 10.098.10. (b) The Administrative Agent and the Collateral Agent shall not be responsible for and shall not have any obligation whatsoever to assure (i) that the Collateral exists or is owned (whether in fee or by leasehold) by the Person purporting to own it, or is cared for, protected, or insured or has been encumbered, (ii) the genuineness or value of any Collateral or the validity or sufficiency of any agreement contained therein or the validity of the title of any Loan Party to the Collateral, or (iii) that the Liens granted to the Collateral Agent herein or pursuant to the Loan Documents have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority. In each case as specified Notwithstanding anything contained in this Section 10.09the Loan Documents or otherwise to the contrary, the Collateral Agent willshall not have any duty to (i) file or prepare any financing or continuation statements or record any documents or instruments in any public office for purposes of creating, at perfecting or maintaining any Lien or security interest created under the Borrowers’ expenseLoan Documents or otherwise; (ii) take any steps to preserve rights against any Person with respect to any Collateral; (iii) insure, execute and deliver monitor or maintain the Collateral; (iv) pay any taxes, charges, assessments or liens upon the Collateral; or (v) take any action to protect against any diminution in value of the Collateral. The actions described in items (i) through (v) shall be the sole responsibility of the Borrower. (c) Anything contained in any of the Loan Documents to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence contrary notwithstanding, the release of such item of Collateral from Borrower, the assignment and security interest granted under Administrative Agent, the Collateral Documents, Agent and each Lender hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to release such Guarantor from its obligations enforce the Guarantee and Collateral Agreement or any other Security Document, it being understood and agreed that all powers, rights and remedies under any of the GuarantySecurity Documents may be exercised solely by the Administrative Agent or the Collateral Agent, in each case as applicable, for the benefit of the Secured Parties in accordance with the terms thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other Disposition (including pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code,) may be the purchaser or licensor of any or all of such Collateral at any such sale or other Disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon written direction from the Administrative Agent (acting upon the written direction of the Required Lenders), for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or Disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other Disposition. (d) In the event that the Collateral Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any obligation for the benefit of another, which in the Collateral Agent’s sole discretion may cause the Collateral Agent to be considered an “owner or operator” under any environmental laws or otherwise cause the Collateral Agent to incur, or be exposed to, any environmental liability or any liability under any applicable law, the Collateral Agent reserves the right, instead of taking such action, either to resign as Collateral Agent or to arrange for the transfer of the title or control of the asset to a court appointed receiver (at the expense of the Borrower). The Collateral Agent will not be liable to any Person for any environmental liability or any environmental claims or contribution actions under any Environmental Law by reason of the Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment. (e) The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral and any other property in its possession, under the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for the account of other customers in similar transactions. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of its rights and powers. Except for reasonable care and preservation of the Collateral in its possession (as described above) and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to the collection or protection of the Collateral or any income thereon, nor as to the preservation of rights against prior parties, nor as to the preservation of any rights pertaining thereto. The Collateral Agent shall have no duty, liability or obligation with respect to any Credit Asset Collections, Credit Asset, Credit Asset Document Checklist, Credit Asset Documents or Credit Asset Files other than as expressly set forth in any Loan Documents and this Section 10.09Document to which the Collateral Agent is a party.

Collateral and Guaranty Matters. The Each of the Lenders irrevocably authorizes the Administrative Agent and the L/C Issuers irrevocably authorize the Collateral Agent, at its option and in its discretion,each of the Administrative Agent and the Collateral Agent agrees that it will: (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 Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued then due and payable and obligations in respect of Secured Treasury Management Agreements and (y) Hedging Obligations under that are Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement Obligations for which arrangements reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of CreditSecured Party that is a counterparty thereto have been made), (ii) that at the time the property subject to such Lien is Disposed transferred or to be Disposed of transferred as part of or in connection with any transaction transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, Intermediate Holdings, the Borrower or any Subsidiary Guarantor, (iii) subject to Section 11.0110.02, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders; and , or (biv) if the property subject to such Lien is owned by a Guarantor, upon release any Subsidiary of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) release or subordinate any Lien on any property granted to or held by the Guaranty if Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such Person ceases to be a Restricted Subsidiary property that is permitted by Section 6.02(c) or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunderSection 6.02(q); and (c) release any Guarantor from its obligations under its Guarantee in accordance with Section 7.09. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty Guarantee pursuant to Section 7.09 and this Section 10.099.11. In each case as specified in this Section 10.099.11, the Collateral applicable Agent willwill (and each Lender irrevocably authorizes the applicable Agent to), at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents, or to evidence the release of such Guarantor from its obligations under the GuarantyGuarantee, in each case in accordance with the terms of the Loan Documents and this Section 10.099.11.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Credit Parties irrevocably authorize the Collateral AgentAgents, at its their option and in its their discretion, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment Payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of CreditFull, (ii) that is Disposed sold or otherwise disposed or to be Disposed sold or otherwise disposed of as part of or in connection with any transaction sale permitted hereunder or under any other Loan Document or, with respect to Term Priority Collateral, as to which the Collateral Agent is required to release such Lien pursuant to the Intercreditor Agreement, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; andApplicable Lenders in accordance with SECTION 9.02; (b) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted under the definition of “Permitted Encumbrances”; (c) to release any Subsidiary Facility Guarantor from its obligations under the Guaranty any Facility Guarantee if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; (d) to release each Loan Party from its obligations under the Loan Documents (other than those that expressly survive termination) upon Payment in Full; (e) to release its Lien on Term Priority Collateral at the times and as required under the Security Agreement or the Intercreditor Agreement; and (f) to enter into, on behalf of the Applicable Lenders, the Intercreditor Acknowledgment and any other intercreditor agreements and/or subordination agreements described herein, to the extent the same are in form and substance reasonably satisfactory to the Agents. Upon request by the Collateral Administrative Agent at any time, the Required Applicable Lenders will confirm in writing the Collateral Agent’s Agents’ authority to release or subordinate its interest in particular types or items of property or property, to release any Facility Guarantor from its obligations under any Facility Guarantee, to release any Loan Party from its obligations under the Guaranty Loan Documents, or to enter into the Intercreditor Acknowledgment and any other intercreditor agreement and/or subordination agreement, in each case pursuant to this Section 10.09SECTION 8.15. In each case as specified in this Section 10.09SECTION 8.15, the Collateral Agent Agents will, at the BorrowersLoan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsSecurity Documents or to subordinate its interest in such item, or to release such Facility Guarantor from its obligations under the Guarantyapplicable Facility Guarantee, or to release each Loan Party from its obligations under the Loan Documents, or to enter into any intercreditor agreement and/or subordination agreement, in each case in accordance with the terms of the Loan Documents and this Section 10.09SECTION 8.15.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Credit Parties irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit all Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have for which no claim has been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Creditasserted), (ii) that is Disposed of or to be Disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document Permitted Disposition, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; andApplicable Lenders in accordance with Section 10.01; (b) to subordinate any Lien on any property granted to or held by the Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (h) of the definition of Permitted Encumbrances; (c) to subordinate any Lien on Collateral to the holder of any Lien expressly permitted by the definition of Permitted Encumbrances to have priority over the Agent’s Lien on Collateral securing the Obligation to secure Indebtedness permitted pursuant to the definition of Permitted Indebtedness; and (d) to release any Subsidiary Guarantor from its obligations under the Facility Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Agent at any time, the Required Applicable Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Facility Guaranty pursuant to this Section 10.099.10. In each case as specified in this Section 10.099.10, the Collateral Agent will, at the BorrowersLoan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security Liens of the Security Documents or to subordinate its interest granted under the Collateral Documentsin such item, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.099.10.

Collateral and Guaranty Matters. (a) The Lenders Collateral Agent may from time to time after the occurrence and during the continuance of an Event of Default make such disbursements and advances (“Collateral Agent Advances”) which the Collateral Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrower of the Loans and other Obligations or to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement the costs, fees and expenses as described in Section 12.04. The Collateral Agent Advances shall be repayable promptly following demand and be secured by the Collateral and shall bear interest at a rate per annum equal to the rate then applicable to Term Loans that are Reference Rate Loans. The Collateral Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.01. The Collateral Agent shall notify each Lender and the L/C Issuers irrevocably authorize Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Collateral Agent, promptly following the Collateral Agent’s demand, in Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Collateral Agent Advance. If such funds are not made available to the Collateral Agent by such Lender, the Collateral Agent shall be entitled to recover such funds following demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Collateral Agent, at its option the Federal Funds Rate for three (3) Business Days and in its discretion,thereafter at the Reference Rate. (ab) to release any Lien on any property The Lenders and the Agents hereby irrevocably agree that (A) the Liens granted to the Administrative Agent or held by the Collateral Agent under by the Loan Parties on any Loan Document Collateral shall be released (i) in full, upon termination the occurrence of the Total Revolving Credit Commitments and payment Termination Date in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreementsaccordance with the terms hereof; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Credit, (ii) that is Disposed with respect to property being sold or to be Disposed disposed of as part of or in in connection with any transaction permitted hereunder or under any Permitted Disposition to a Person other than a Loan Document Party, solely as to such property that is the subject of such Permitted Disposition, provided that, if reasonably requested by the Collateral Agent, the Collateral Agent shall have received a certificate signed by an Authorized Officer of the Borrower certifying the basis for such Disposition being a Permitted Disposition; or (iii) subject to Section 11.01, upon any property of a Loan Party becoming Excluded Property; or (iv) if approved, authorized or ratified in writing by the Required Lenders; and Lenders in accordance with Section 12.02 and (bB) to release any Subsidiary Guarantor the Guarantors shall be released from its obligations under the Guaranty if and the all other Loan Documents to which any such Person ceases Guarantor is a party (i) in full, upon the occurrence of the Termination Date in accordance with the terms hereof; or (ii) with respect to any Guarantor that is a Subsidiary of Borrower, upon such Guarantor (x) ceasing to be a Restricted Subsidiary of a Loan Party or otherwise becomes (y) becoming an Excluded Subsidiary as a result of a transaction permitted hereunderSubsidiary; or (iii) if approved, authorized or ratified in writing by the Lenders in accordance with Section 12.02. Upon request by the Collateral any Agent at any time, the Required Lenders will confirm in writing the Collateral such Agent’s authority to release its interest in particular types or items of property Collateral or to release any Guarantor from its obligations under the Guaranty Guarantors pursuant to this Section 10.0910.08(b). In each case as specified in this Section 10.09Notwithstanding anything to the contrary herein, the Collateral Agent willshall not be required to release any Lien on any Intellectual Property that constitutes Collateral and that is the subject of a Permitted Disposition, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release unless ownership of such item of Collateral from Intellectual Property is assigned or otherwise transferred pursuant to such Permitted Disposition. (c) Without in any manner limiting any Agent’s authority to act without any specific or further authorization or consent by the assignment and security interest granted under Lenders (as set forth in Section 10.08(b)), each Lender agrees to confirm in writing, upon request by such Agent, the Collateral Documents, or authority to release Collateral or Guarantors conferred upon such Guarantor from its obligations Agent under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.09.10.08

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Each Secured Lender irrevocably authorize the Collateral Agent, at its option and in its discretion,agrees: (a) to That upon the request of the Parent Company, the Collateral Agent may release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Transaction Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination holder of all Letters of Credit, (ii) any Lien on such property that is Disposed or to be Disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document or (iii) subject pursuant to Section 11.01, if approved, authorized or ratified in writing by documents reasonably acceptable to the Required LendersCollateral Agent; and (b) to release The Collateral Agent may, without any Subsidiary Guarantor from its obligations under further consent of such Secured Lender, enter into (i) any intercreditor or subordination agreement with the Guaranty if such Person ceases collateral agent or other representatives of holders of Indebtedness that is intended to be secured on a Restricted Subsidiary junior or otherwise becomes an Excluded Subsidiary pari passu basis with the Liens securing the Obligations, (ii) a intercreditor or subordination agreement with the collateral agent or other representatives of the holders of Indebtedness that is intended to be secured on a junior basis to the Liens securing the Obligations, in each case, where such Indebtedness is secured by Liens permitted hereunder and/or (iii) any other intercreditor or subordination agreement with the agent or other representatives of holders of Indebtedness of the Parent Company. The Collateral Agent may rely exclusively on a certificate of the chief executive officer or chief financial officer the Parent Company as a result to whether any such other Liens are permitted. Any such intercreditor or subordination agreement entered into by the Collateral Agent in accordance with the terms of a transaction permitted hereunderthis Agreement shall be binding on the Secured Lenders. Upon request by the Collateral Agent at any time, the Required Secured Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor Subsidiary from its obligations under the Guaranty and Security Agreement pursuant to this Section 10.0925.10. In each case as specified in this Section 10.0925.10, the Collateral Agent willwill promptly upon the request of the Parent Company (and each Secured Lender irrevocably authorizes the Collateral Agent to), at the Borrowers’ Parent Company’s expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan Party the Parent Company may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents, or to evidence the release of such Guarantor from its obligations under the GuarantyGuaranty and Security Agreement, in each case in accordance with the terms of the Loan Documents Transaction Agreements and this Section 10.0925.10 (and the Collateral Agent may rely conclusively on a certificate of the chief executive officer or chief financial officer of the Parent Company to that effect provided to it by any Credit Party upon its reasonable request without further inquiry). Any execution and delivery of documents pursuant to this Section 25.10 shall be without recourse to or warranty by the Collateral Agent.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and (y) obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under ) and each Letter of Credit having been backstopped or Cash Collateralized, in respect ofeach case, in amounts and other amounts due pursuant to documentation in form and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably substance satisfactory to the relevant Hedge Bank in its sole discretion) Administrative Agent and the expiration or termination of all Letters of Creditrelevant L/C Issuer, (ii) that is Disposed or to be Disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document or Document, (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required LendersLenders or (iv) that is on or with respect to Mortgaged Property which is not Material Real Property; and (b) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary or transaction permitted hereunderhereunder or the application of clause (v) of the definition of Excluded Subsidiary thereto. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.09. In each case as specified in this Section 10.09, the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.09.

Collateral and Guaranty Matters. (a) The Lenders and the L/C Issuers irrevocably authorize the Collateral Agent, at its option and in its discretion, (ai) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (iA) upon termination of the Total Revolving Credit Commitments and payment in full of when all Obligations are Paid in Full; (other than (xB) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Credit, (ii) that is Disposed on property sold or to be Disposed sold or disposed of as part of or in connection with any transaction disposition permitted hereunder under this Agreement or under any the other Loan Document Documents; or (iiiC) subject to Section 11.0113.8, if approved, authorized or ratified in writing by the Required Lenders. Upon request by Collateral Agent at any time, Lenders will confirm in writing Collateral Agent’s authority to release, or subordinate its interest in, particular types or items of collateral pursuant to this Section 12.13; (ii) to subordinate any Lien on any property granted to or held by Collateral Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 9.2(c); and (biii) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.09. In each case as specified in this Section 10.0912.13. (b) COLLATERAL AGENT SHALL NOT BE RESPONSIBLE FOR OR HAVE A DUTY TO ASCERTAIN OR INQUIRE INTO ANY REPRESENTATION OR WARRANTY REGARDING THE EXISTENCE, the Collateral Agent willVALUE OR COLLECTABILITY OF THE COLLATERAL, at the Borrowers’ expenseTHE EXISTENCE, 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 DocumentsPRIORITY OR PERFECTION OF COLLATERAL AGENT’S LIEN THEREON, or to release such Guarantor from its obligations under the GuarantyOR ANY CERTIFICATE PREPARED BY ANY LOAN PARTY IN CONNECTION THEREWITH, in each case in accordance with the terms of the Loan Documents and this Section 10.09NOR SHALL COLLATERAL AGENT BE RESPONSIBLE OR LIABLE TO THE LENDERS FOR ANY FAILURE TO MONITOR OR MAINTAIN ANY PORTION OF THE COLLATERAL.

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacities as a potential or actual Cash Management Bank and a potential Hedge Bank) and the L/C Issuers irrevocably authorize authorizes the Administrative Agent and the Collateral Agent, at its option and in its discretion,each of the Administrative Agent and the Collateral Agent agrees that it will: (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 the Discharge of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of CreditObligations, (ii) that at the time the property subject to such Lien is Disposed transferred or to be Disposed of transferred as part of or in connection with any transaction transfer permitted hereunder or under any other Loan Document (including in connection with a Permitted Sale-Leaseback Transaction) to any Person other than Holdings, the Borrower or any of the Guarantors, (iii) subject to Section 11.0112.1, if the release of such Lien is approved, authorized or ratified in writing by the Required Requisite Lenders; and, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 9.1(i); (c) release any Subsidiary Guarantor from its obligations under the Guaranty if (i) in the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary as a result of a transaction or otherwise becomes an Excluded Subsidiary designation permitted hereunder or (ii) in the case of Holdings, as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Term Facility, Second Lien Facility, Senior Notes, any Credit Agreement Refinancing Indebtedness or any Junior Financing; and (d) if any Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer of the Borrower), and the Borrower notifies the Administrative Agent in writing that it wishes such Guarantor to be released from its obligations under the Guaranty and provides the Administrative Agent and the Collateral Agent such certifications or documents with respect thereto as either such Agent shall reasonably request, (i) release such Subsidiary from its obligations under the Guaranty and (ii) release any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary; provided that no such release shall occur if such Subsidiary continues to be a guarantor in respect of the Term Facility, the Second Lien Facility, the Senior Notes, any Credit Agreement Refinancing Indebtedness or any other Junior Financing. Upon request by the Collateral Administrative Agent at any time, the Required Requisite Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its security interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.0911.11. In Notwithstanding the foregoing, in each case as specified in this Section 10.0911.11, the Collateral applicable Agent willwill (and each Lender irrevocably authorizes the applicable Agent to), at the Borrowers’ Borrower’s expense, promptly execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.0911.11. In connection with the delivery of any such release or subordination documentation by the Administrative Agent pursuant to this Section 11.11, the Borrower shall have delivered to the Administrative Agent, prior to the date of the proposed release or subordination, a written request for release or subordination identifying the relevant Guarantor and/or Collateral and the terms of the sale or other disposition or transaction in reasonable detail, including such other information as the Administrative Agent shall reasonably request, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to Each of the Lenders irrevocably authorizes the Administrative Agent and the Collateral Agent to: (i) release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (iw) upon termination of the Total Revolving Credit Commitments and payment Payment in full of all Obligations (other than Full, (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Credit, (ii) that is Disposed sold or otherwise disposed to be Disposed of a Person other than a Loan Party as part of or in connection with any transaction sale or other Disposition permitted hereunder or under any other the Loan Document Documents, (y) upon such owner of the property ceasing to be a Loan Party pursuant to the terms of this Agreement or (iiiz) subject to Section 11.019.01, if approved, authorized or ratified in writing by the Required LendersLenders or such other number or percentage of Lenders required hereby; and (bii) to release any Subsidiary Guarantor from its obligations under the Guaranty if Guarantee and Collateral Agreement upon Payment in Full or such Person ceases Guarantor ceasing to be a Restricted Subsidiary Loan Party pursuant to the terms of this Agreement. In connection with any release under this Section 8.10, to the extent that any instrument, notice, document or other writing or any other action by the Administrative Agent or Collateral Agent is necessary to effect or evidence such release, the Borrower shall deliver to the Administrative Agent and the Collateral Agent: (i) an officer’s certificate of the Borrower (A) stating that such release of the Lien or the release of the Guarantor, as applicable, complies with and is permitted by this Agreement and the other Loan Documents and (B) requesting the Collateral Agent to release the Lien on such property or release such Guarantor and to execute and deliver instruments or authorize filings in connection therewith; and (ii) the proposed instrument or instruments releasing such Lien or releasing such Guarantor, in each case in form reasonably satisfactory to the Administrative Agent and the Collateral Agent with respect to its rights, immunities and obligations. In connection with any release under Section 8.10(a)(i)(x), at the request and sole expense of any Guarantor, the Administrative Agent shall instruct the Collateral Agent, in writing, (i) to promptly deliver to such Guarantor any Collateral held by the Collateral Agent pursuant to the Guarantee and Collateral Agreement and (ii) to promptly execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence such release, in each case, as set forth in Section 9.15 of the Guarantee and Collateral Agreement. Any such release of guarantee obligations or security interests shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations shall be rescinded or must otherwise becomes an Excluded Subsidiary be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a transaction permitted hereunderreceiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty Guarantee and Collateral Agreement pursuant to this Section 10.098.10. (b) The Administrative Agent and the Collateral Agent shall not be responsible for and shall not have any obligation whatsoever to assure (i) that the Collateral exists or is owned (whether in fee or by leasehold) by the Person purporting to own it, or is cared for, protected, or insured or has been encumbered, (ii) the genuineness or value of any Collateral or the validity or sufficiency of any agreement contained therein or the validity of the title of any Loan Party to the Collateral, or (iii) that the Liens granted to the Collateral Agent herein or pursuant to the Loan Documents have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority. In each case as specified Notwithstanding anything contained in this Section 10.09the Loan Documents or otherwise to the contrary, the Collateral Agent willshall not have any duty to (i) file or prepare any financing or continuation statements or record any documents or instruments in any public office for purposes of creating, at perfecting or maintaining any Lien or security interest created under the Borrowers’ expenseLoan Documents or otherwise; (ii) take any steps to preserve rights against any Person with respect to any Collateral; (iii) insure, execute and deliver monitor or maintain the Collateral; (iv) pay any taxes, charges, assessments or liens upon the Collateral; or (v) take any action to protect against any diminution in value of the Collateral. The actions described in items (i) through (v) shall be the sole responsibility of the Borrower. (c) Anything contained in any of the Loan Documents to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence contrary notwithstanding, the release of such item of Collateral from Borrower, the assignment and security interest granted under Administrative Agent, the Collateral Documents, Agent and each Lender hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to release such Guarantor from its obligations enforce the Guarantee and Collateral Agreement or any other Security Document, it being understood and agreed that all powers, rights and remedies under any of the GuarantySecurity Documents may be exercised solely by the Administrative Agent or the Collateral Agent, in each case as applicable, for the benefit of the Secured Parties in accordance with the terms thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent for the benefit of the Loan Documents Secured Parties in accordance with the terms thereof, and this (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other Disposition (including pursuant to Section 10.09363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code,) may be the purchaser or licensor of any or all of such Collateral at any such sale or other Disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon written direction from the Administrative Agent (acting upon the written direction of the Required Lenders), for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or Disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other Disposition. (d) In the event that the Collateral Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any obligation for the benefit of another, which in the Collateral Agent’s sole discretion may cause the Collateral Agent to be considered an “owner or operator” under any environmental laws or otherwise cause the Collateral Agent to incur, or be exposed to, any environmental liability or any liability under any applicable law, the Collateral Agent reserves the right, instead of taking such action, either to resign as Collateral Agent or to arrange for the transfer of the title or control of the asset to a court appointed receiver (at the expense of the Borrower). The Collateral Agent will not be liable to any Person for any environmental liability or any environmental claims or contribution actions under any Environmental Law by reason of the Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment. (e) The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral and any other property in its possession, under the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for the account of other customers in similar transactions. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of its rights and powers. Except for reasonable care and preservation of the Collateral in its possession (as described above) and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to the collection or protection of the Collateral or any income thereon, nor as to the preservation of rights against prior parties, nor as to the preservation of any rights pertaining thereto.

Collateral and Guaranty Matters. (a) Each Administrative Agent, as collateral agent hereunder and under its Security Documents, is hereby authorized to act on behalf of the relevant Secured Parties, in its own capacity and through other agents and sub-agents appointed by it with due care, under such Security Documents. In connection with its role as secured party with respect to the Collateral hereunder, each Administrative Agent shall act as collateral agent, for itself and for the ratable benefit of the relevant Secured Parties, and such role as administrative agent shall be disclosed on all appropriate accounts, certificates, filings, mortgages, and other Collateral documentation. (b) The Lenders and the L/C Issuers Lender Parties irrevocably authorize the Collateral each Administrative Agent, at its option and in its discretion,each Administrative Agent hereby agrees it will take such reasonable actions as may be reasonably required: (ai) to release any Lien on any property granted to or held by the Collateral such Administrative Agent under any Loan Document (iA) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretionobligations) and the expiration or termination of all Letters of Credit, (iiB) that is Disposed sold or to be Disposed of sold as part of or in connection with any transaction sale consummated as permitted hereunder or under any other Loan Document Document, or (iiiC) subject to Section 11.0112.12, if approved, authorized or ratified in writing by the Required LendersMajority Lenders (or, if required under Section 12.12(b)(iii) hereof, all Lender Parties); and (bii) to release any Subsidiary Guarantor from its obligations under the appropriate Subsidiary Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction consummated as permitted hereunder. Upon request by the Collateral an Administrative Agent at any time, the Required Majority Lenders (or where required under Section 12.12, all Lender Parties) will confirm in writing the Collateral such Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of property property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section 10.09. In each case as specified in this Section 10.09, the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.099.7.

Collateral and Guaranty Matters. (a) The Lenders and the L/C Issuers irrevocably authorize and direct each of the Collateral Agent, at its option and in its discretion,Agents: (ai) to release any Lien on any property Collateral granted to or held by the Collateral applicable Agent under any Loan Credit Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Credit Party Obligations outstanding under the Credit Documents (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretionobligations) and the expiration or termination of all Letters of Credit, (ii) that is Disposed transferred or to be Disposed of transferred as part of or in connection with any transaction sale or other disposition permitted hereunder or under any other Loan Document or Section 6.4, (iii) subject to Section 11.019.1, if approved, authorized or ratified in writing by the Required Lenders; andLenders or (iv) upon an entity whose Capital Stock constitutes Collateral becoming an Unrestricted Subsidiary; (bii) to subordinate any Lien on any Collateral granted to or held by such Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2(h); (iii) to release any Subsidiary Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iv) to share on a pari passu basis any Lien of the Collateral Agent on any Capital Stock of a Subsidiary with the holders of the 2011 Senior Notes and the holders of the 2013 Senior Notes, in each case to the extent the 1995 Senior Note Indenture requires such Lien. (b) In connection with a termination or release pursuant to this Section 8.11, the applicable Agent shall promptly execute and deliver to the applicable Credit Party, at the Company’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral an Agent at any time, the Required Lenders or the Required Canadian Lenders, as the case may be, will confirm in writing the Collateral such Agent’s authority to release or subordinate its interest in particular types or items of property Property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.09. In each case as specified in 8.11; provided, however, that the applicable Agent may not decline to release any Lien or guarantee pursuant to this Section 10.09, the Collateral Agent will, at the Borrowers’ expense, execute and deliver 8.11 due to the applicable Loan Party absence of any such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.09confirmation.

Collateral and Guaranty Matters. The Each of the Lenders and the L/C Issuers (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank) irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (a) to release any Lien on any property Collateral granted to or held by the Collateral Agent Administrative Agent, for the ratable benefit of the Secured Parties, under any Loan Credit Document (i) upon the termination of the Total Revolving Credit Commitments Commitment and payment in full of all Secured Obligations (other than (xA) contingent indemnification obligations not yet accrued and payable (B) obligations and obligations in respect of liabilities under Secured Treasury Cash Management Agreements and (y) Obligations under or Secured Hedge Agreements; provided that Agreements as to which arrangements satisfactory to the net termination liability under applicable Cash Management Bank or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time Bank shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretionmade) and the expiration or termination of all Letters of Credit, (ii) that is Disposed sold or to be Disposed of sold as part of or in connection with any transaction sale permitted hereunder or under any other Loan Document Credit Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; andin accordance with Section 9.1; (b) to release any Subsidiary Guarantor from its obligations under the Guaranty any Credit Documents if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (c) to subordinate or release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Permitted Lien. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 10.098.12. In each case as specified in this Section 10.098.12, the Collateral Administrative Agent will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsSecurity Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantySubsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Credit Documents and this Section 10.098.12. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Asset Disposition permitted pursuant to Section 6.5, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any person.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretionobligations) and the expiration or termination of all Letters of Credit, (ii) that is Disposed transferred or to be Disposed of transferred as part of or in connection with any transaction permitted hereunder or under any other Loan Document Disposition, or (iii) subject to as approved in accordance with Section 11.01, if approved, authorized or ratified in writing by the Required Lenders10.01; and (b) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person (i) ceases to be a Restricted Subsidiary or otherwise is or becomes an Excluded Subsidiary or otherwise ceases to be required to provide, as expressly provided herein, the Guaranty, in each case, as a result of a transaction permitted hereunder, or (ii) after the Investment Grade Release, is not a borrower or guarantor of, or does not otherwise have a payment obligation in respect of, any Unsecured Debt (other than (x) under the Loan Documents and (y) any Unsecured Debt in respect of which such Subsidiary Guarantor shall be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder). Upon the release of any Person pursuant to this Section 9.10, the Administrative Agent shall (to the extent applicable) deliver to the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the release of such Person from its obligations under the Credit Documents. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty Guaranty, pursuant to this Section 10.099.10. In each case as specified in this Section 10.09Without limiting the foregoing, the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release none of such item of Collateral from Lenders shall have or be deemed to have a fiduciary relationship with any other Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the assignment and security interest granted under the Collateral Documentsacts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to release act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such Guarantor from its obligations under the Guaranty, in each case in accordance with principal or interest has become due and payable pursuant to the terms of the Loan Documents and this Section 10.09Agreement.

Collateral and Guaranty Matters. (a) The Lenders and the L/C Issuers hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) Agent to release any Lien on upon any property granted to or held by the Collateral Agent under any Loan Document (i) upon the termination of the Total Revolving Credit Commitments and payment and satisfaction in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued Other Liabilities as to which arrangements satisfactory to the Administrative Agent and payable and obligations in respect the applicable Lenders, Affiliates of Secured Treasury Management Agreements Lenders or other providers, shall have been made, and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in contingent indemnity obligations with respect ofto then unasserted claims), and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of CreditCredit (except for those Letters of Credit that have been Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuing Bank) and the reduction of all Letter of Credit Outstandings to zero (except for those Letters of Credit that have been Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuing Bank), or (ii) that is Disposed constituting property being sold, transferred or to be Disposed disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document or (iii) subject to Section 11.01, if approved, authorized or ratified in writing a Permitted Disposition upon receipt by the Required Lenders; andAdministrative Agent of the Net Proceeds thereof to the extent required by this Agreement. (b) The Lenders hereby irrevocably authorize the Administrative Agent to release any Restricted Subsidiary that is a Facility Guarantor from its obligations under its Guaranty at the Guaranty if times and in accordance with the provisions of Section 4.13 of such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary Guaranty. (c) Except as a result provided in clauses (a) and (b) of a transaction permitted hereunderthis Section, the Collateral Agent will not release any of the Collateral Agent’s Liens and the Administrative Agent will not release any Facility Guarantor from its obligations under its Guaranty, in each case, without the prior written authorization of the Applicable Lenders. Upon request by the Collateral any Agent or any Loan Party at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in any Liens upon particular types or items of property Collateral or the Administrative Agent’s authority to release any Guarantor from its obligations under the Guaranty Facility Guarantor, in each case, pursuant to this Section 10.09. In each case as specified in this Section 10.09SECTION 8.17. (d) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent willor the Administrative Agent, at as applicable, shall (and is hereby irrevocably authorized by the Borrowers’ expense, Lenders to) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.17(a) or the release of any Facility Guarantor described in SECTION 8.17(b); provided, however, that (i) such item of Collateral from the assignment and security interest granted under the Collateral Documents, or Agent shall not be required to release execute any such Guarantor from its obligations under the Guarantydocument on terms which, in each case its reasonable opinion, would, under Applicable Law, expose such Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in accordance with any manner discharge, affect or impair the terms Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party (other than any Loan Party being expressly released) in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Loan Documents and this Section 10.09Collateral.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Secured Parties irrevocably authorize the Collateral each Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral such Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment Payment in full Full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of CreditObligations, (ii) that is Disposed disposed of or sold or to be Disposed disposed of or sold as part of or in connection with any transaction disposition or sale permitted hereunder or under any other Loan Document or, with respect to ABL Priority Collateral, as to which the Agents are required to release such Lien pursuant to the terms of the ABL Intercreditor Agreement, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; andapplicable Lenders in accordance with Section 9.01; (b) to subordinate any Lien on any property granted to or held by such Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (w) of the definition of Permitted Liens; (c) to subordinate any Lien on Collateral other than Term Priority Collateral to the applicable ABL Agent, subject to and in accordance with the ABL Intercreditor Agreement; (d) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder; provided that, if such Person is, or otherwise continues to be, an obligor with respect to the ABL Obligations (whether as a borrower or a guarantor thereunder), the Agents shall not release any such Person from its obligations under the Subsidiary Guaranty unless and until such Person is no longer an obligor with respect to the ABL Obligations; and (e) to release any Guarantor from its obligations under the Subsidiary Guaranty if in the case of any Subsidiary, such Person becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder. Upon request by the Collateral any Agent at any time, the Required Lenders will confirm in writing the Collateral such Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section 10.097.08. In each case as specified in this Section 10.097.08, the Collateral Agent Agents will, at the BorrowersLoan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsSecurity Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.097.08. Notwithstanding anything to the contrary, the Agents shall not be obligated to release their Liens on any Collateral until proceeds of such Collateral have been received as required by this Agreement.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers irrevocably authorize the Collateral Agent and the Administrative Agent, at its their option and in its their discretion,: (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination the latest of (A) (I) the Total Revolving Credit Commitments and payment in full of all the Obligations (other than Unaccrued Indemnity Claims) and (xII) contingent indemnification obligations not yet accrued the termination, expiration or Cash Collateralization or back-stopping of all Letters of Credit and payable and obligations in respect of Secured Treasury Management all Bank Product Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in (B) the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) Latest Maturity Date and the expiration or termination of all Letters of Creditthe Commitments, (ii) that is Disposed sold or otherwise transferred or to be Disposed of sold or otherwise transferred as part of or in connection with any transaction sale or transfer permitted hereunder or under any other Loan Document Document, or (iii) subject to Section 11.0110.01, if approved, authorized or ratified in writing by the Required Lenders; and; (b) to release any Subsidiary Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (c) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h). Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders (or, if necessary, all Lenders) will confirm in writing the Collateral Agent’s authority of the Agents to release its interest in particular types or items of property property, or to release any Guarantor from its obligations under the applicable Guaranty pursuant to this Section 10.099.09. In each case as specified in this Section 10.099.09, the Administrative Agent and the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the applicable Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.099.09.

Collateral and Guaranty Matters. (a) The Collateral Agent, as collateral agent hereunder and under the Security Documents, is hereby authorized to act on behalf of the Secured Parties, in its own capacity and through other agents and sub-agents appointed by it with due care, under the Security Documents. In connection with its role as secured party with respect to the Collateral hereunder, the Collateral Agent shall act as collateral agent, for itself and for the ratable benefit of the Secured Parties, and such role as Collateral Agent shall be disclosed on all appropriate accounts, certificates, filings, mortgages and other Collateral documentation. (b) The Lenders and the L/C Issuers irrevocably authorize the Collateral Agent, at its option and in its discretion,, and the Collateral Agent may, without further written consent or authorization from Lenders (subject to Section 11.12 hereof), and agrees with and for the benefit of Duratek that it shall execute any documents or instruments and take any further actions, in each case at the sole cost and expense of Duratek, necessary: (ai) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (iA) upon termination of the Total Revolving Credit Commitments and payment in full of all Secured Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Creditobligations), (iiB) that is Disposed sold or transferred or to be Disposed of sold or transferred as part of or in connection with any transaction sale, or transferred in any liquidation or merger, in each case, permitted hereunder or under any other Loan Document Document, or (iiiC) subject to Section 11.0111.12, if approved, authorized or ratified in writing by the Required Majority Lenders; andor (bii) to release any Subsidiary Guarantor (other than Parent) from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder. (iii) after the IPO Reorganization (but only if Parent has complied with the requirements of Section 5.18), to release Holdco from the Holdco Pledge Agreement and the Holdco Security Agreement (and release any corresponding Liens) and terminate the Holdco Guaranty. Upon request by the Collateral Administrative Agent at any time, the Required Majority Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.09. In each case as specified in this Section 10.09, the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.099.7.

Collateral and Guaranty Matters. The Each of the Lenders and the L/C Issuers Issuing Bank irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release or re-assign any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and all Letters of Credit (other than those collateralized on terms reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank) and the payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Hedging Obligations under Secured Treasury Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, indemnification and other amounts contingent obligations, in each case, not then due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Creditowing), (ii) that is Disposed sold or to be Disposed of sold as part of or in connection with any transaction sale permitted hereunder or under any other Loan Document or to a Person that is not a Loan Party, (iii) subject to Section 11.01that constitutes Excluded Collateral, or (iv) if approved, authorized or ratified in writing by the Required Lenders; andin accordance with Section 9.19; (b) to release any Subsidiary Guarantor from its obligations under the Guaranty this Agreement and other Loan Documents if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary Company as a result of a transaction permitted hereunderhereunder or is an Excluded Company; and (c) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i) or 6.02(l). Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release release, re-assign or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty this Agreement and other Loan Documents pursuant to this Section 10.099.20. In each case under this Section 9.20, the Loan Party that has granted the Collateral or Guarantee being released will provide such officer’s certificates that the Collateral Agent shall reasonably request certifying as to the applicable circumstance allowing release or subordination of such Collateral or Guarantee. In each case as specified in this Section 10.099.20, the Collateral Agent will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or re-assignment of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsSecurity Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantyLoan Documents, in each case in accordance with the terms of the Loan Documents and this Section 10.099.20.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Secured Parties irrevocably authorize the Collateral Agent, at its option and in its discretion,: (a) to release any Lien on any property Collateral granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have for which no underlying claim has been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Creditasserted), (ii) that is Disposed transferred or to be Disposed of transferred as part of or in connection with any transaction Disposition permitted hereunder or any Involuntary Disposition (provided that, upon request by the Collateral Agent, the Borrower shall certify in an officer’s certificate to the Collateral Agent and Lenders constituting Required Lenders that such Disposition or Involuntary Disposition is permitted under this Agreement (and each Lender agrees that the Collateral Agent may rely conclusively on any other Loan Document such certificate, without further inquiry)) or (iii) subject to as approved in accordance with Section 11.01, if approved, authorized or ratified in writing by the Required Lenders10.01; and (b) to release any Subsidiary Guarantor from its obligations under the Guaranty and Collateral Agreement if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunderhereunder (provided that, upon request by the Administrative Agent, the Borrower shall deliver to the Collateral Agent a certificate of a Responsible Officer certifying that such transaction has been or was consummated in compliance with the Loan Documents (it being agreed and understood that the Agents may conclusively rely without further inquiry on such certificate)). Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty and Collateral Agreement, pursuant to this Section 10.099.09. In each case as specified 4144-3070-7525 Should any Lender obtain possession or control of any assets of the Loan Parties in which, in accordance with the UCC or any other applicable law a security interest can be perfected by possession or control, such Lender shall notify the Collateral Agent thereof, and, promptly following the Collateral Agent’s request (acting at the direction of the Required Lenders) therefor, shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions. No Agent shall have any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned (whether in fee or by leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Collateral Agent pursuant to the Loan Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights granted or available to any Agent in any of the Loan Documents. Without limiting the foregoing and notwithstanding anything contained in the Loan Documents or otherwise to the contrary, the Agents shall have no obligation or duty to (a) perfect, maintain, monitor, preserve or protect any security interest, right or Lien granted under this Section 10.09Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby or take any action to protect against any diminution in value of the Collateral; (b) file, record or continue any document, financing statement, continuation statement, mortgage, assignment, notice, instrument of further assurance, or other instrument in any public office at any time or times; or (c) provide, maintain, monitor or preserve insurance on or the payment of taxes with respect to any Collateral. The powers conferred on the Collateral Agent under this Agreement and the other Loan Documents are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent will, at the Borrowers’ expense, execute and deliver shall have no duty as to any Collateral or as to the applicable Loan Party such documents as such Loan Party may reasonably request taking of any necessary steps to evidence the release preserve rights against prior parties or any other rights pertaining to any Collateral and shall be relieved of such item all responsibility for any Collateral in its possession upon surrendering it or tendering surrender of Collateral from the assignment and security interest granted under the Collateral Documents, or it to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms any of the Loan Documents Parties (or whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct). The Collateral Agent shall be deemed to have exercised reasonable care in the custody and this Section 10.09preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that Collateral Agent shall not have responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Collateral, whether or not Collateral Agent has or is deemed to have knowledge of such matters. The Collateral Agent will not be liable or responsible for any loss or damage to any Collateral or for any diminution in the value thereof, by reason of any act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by the Collateral Agent, except to the extent a court of competent jurisdiction determines in a final and non-appealable judgment that the Collateral Agent acted with gross negligence or willful misconduct in the selection of such warehouseman, carrier, forwarding agency, consignee or other agent or bailee.

Collateral and Guaranty Matters. (a) The Lenders and the L/C Issuers Secured Parties irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (ai) to release any Lien on any property Property granted to or held by the Collateral Administrative Agent under any Loan Document (iA) upon termination of the Total Revolving Credit Commitments and payment Payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of CreditFull, (iiB) that is Disposed of or to be Disposed of as part of or in connection with any transaction Disposition permitted hereunder or under any other the Loan Document Documents, or (iiiC) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders or all Lenders; and, as applicable, under Section 11.10; (bii) to subordinate any Lien on any Property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such Property that is permitted by Section 7.2; (iii) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents; and (iv) to take any other action with respect to the Collateral that is permitted or required under any intercreditor agreement. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of property Property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.0910.9. In each case as Upon the occurrence of any of the events specified in this Section 10.0910.9(a)(i)(A), the Collateral Agent will(B) or (C) or Section 10.9(a)(iii), at the Borrowers’ Borrower’s sole cost and expense, Administrative Agent shall execute and deliver to the applicable Loan Party Borrower such documents documentation as such Loan Party Borrower may reasonably request in writing to evidence release the release of such item of applicable Collateral from the assignment and security interest granted under Liens created by the Collateral Documents, or to Loan Documents and/or release such the applicable Guarantor from its obligations under the its Guaranty, in each as the case in accordance may be. In connection with any such request by Borrower, Administrative Agent may request, and if requested by Administrative Agent, Borrower shall deliver a written certificate of a Responsible Officer of Borrower certifying that the terms of applicable transaction is permitted under the Loan Documents (and this Section 10.09Administrative Agent may rely conclusively on any such certificate without further inquiry and shall have no liability to any Secured Party for any inaccuracy or misrepresentation contained therein). (b) Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall Administrative Agent be responsible or liable to Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. The Each of the Lenders and the L/C Issuers irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of CreditFacility Termination Date, (ii) that is Disposed sold or otherwise disposed of or to be Disposed sold or otherwise disposed of as part of or in connection with any transaction sale or other disposition permitted hereunder or under any other Loan Document Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; andLenders in accordance with Section 11.01; (b) to subordinate or release any Subsidiary Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.099.10. In each case as specified in this Section 10.099.10, the Collateral Agent will, at the Borrowers’ Borrower’s expense, (x) release any Lien on any Property held by it (including any such Lien granted pursuant to a Mortgage) in connection with any Disposition permitted hereunder and (y) 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 DocumentsDocuments or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.099.10. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. The (1) Each of the Lenders (including in its capacity as a potential Qualified Counterparty) and the L/C Issuers other Secured Parties irrevocably authorize appoints and authorizes the Administrative Agent and the Collateral Agent to be the agent for and representative of the Lenders with respect to the Collateral Agreement, the Collateral and the Security Documents, together with such powers and discretion as are reasonably incidental thereto; provided that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, 183 US-DOCS\97700238.15141444430.9 duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any Specified Hedge Agreement. (2) Each Agent, at its option each Lender and in its discretion,each other Secured Party agrees that: (a) to release any Lien Liens on any property granted to or held by the Collateral an Agent in favor of any Secured Party under any Loan Document will be automatically released, (i) upon Payment in Full and the termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge AgreementsCommitments; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Credit, (ii) that at the time the property subject to such Lien is Disposed (or to be Disposed of Disposed) as part of of, or in connection with with, any transaction transfer permitted hereunder or under the Loan Documents to any other Person that is not (and is not required to be) a Loan Document or Party, (iii) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Collateral Agreement pursuant to clause (c) below; (iv) subject to Section 11.0110.08, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders; andor (v) upon such property becoming an Excluded Asset or Excluded Equity Interest. (b) it will release or subordinate any Lien on any property granted to release or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(3); (c) if any Subsidiary Guarantor from its obligations under the Guaranty if such Person Loan Party ceases to be a Restricted Subsidiary in a transaction permitted hereunder, is not a Material Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder becomes an Excluded Subsidiary (in each case, as certified in writing by a Responsible Officer), and the Borrower notifies the Administrative Agent in writing that it wishes such Guarantor to be released from its obligations under the Collateral Agreement and, upon request of the Administrative Agent or the Collateral Agent, as applicable, provides the Administrative Agent and the Collateral Agent certifications that such Subsidiary Loan Party is not a Material Subsidiary or has become an Excluded Subsidiary (as applicable), it will release (or evidence the release) of (i) such Subsidiary Loan Party from its obligations under the Collateral Agreement and the other Loan Documents and (ii) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary; and (d) the Administrative Agent and the Collateral Agent will exclusively exercise the rights and remedies under the Loan Documents, and neither the Lenders nor any other Secured Party will exercise such rights and remedies (other than the Required Lenders through the Administrative Agent); provided that the foregoing shall not preclude any Lender from exercising any right of set-off in accordance 184 US-DOCS\97700238.15141444430.9 with the provisions of Section 10.06 or enforcing compliance with the provisions set forth in clauses (i) through (vi) of Section 10.08(2) or from exercising rights and remedies (other than the enforcement of Collateral) with respect to any payment default after the occurrence of the Maturity Date with respect to any Term Loans made by it or filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law. Each Agent agrees that it will take such action and execute any such documents as may be reasonably requested by the Borrower in connection with any of the foregoing releases or any such subordination. Each of the Collateral Agent and the Administrative Agent shall be entitled to rely exclusively on an officers certificate of the Borrower confirming that such release or subordination (as applicable) is permitted hereunder. Each Lender and each Secured Party irrevocably authorizes each Administrative Agent to take such action and execute any such document and consents to such reliance. No Agent will be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or contained in any certificate prepared or delivered by the Borrower or any Loan Party in connection with the Collateral or compliance with the terms set forth above or in a Loan Document, nor shall any Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Upon request by the Collateral Administrative Agent at any time, the Required Lenders ▇▇▇▇▇▇▇ will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor Loan Party from its obligations under under, the Guaranty Loan Documents. Notwithstanding anything to the contrary set forth herein, any execution and delivery of documents by any Agent pursuant to this Section 10.09. In 9.11 shall be without recourse to or warranty by such Agent and at the Borrower’s expense; and such documents shall be reasonably acceptable to such Agent and the Borrower. (3) Anything contained in any of the Loan Documents to the contrary notwithstanding, each case as specified in this Section 10.09Agent, each Lender and each Secured Party hereby agree that: (a) no Lender or other Secured Party shall have any right individually to realize upon any of the Collateral Agent will, at the Borrowers’ expense, execute and deliver or 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 enforce the Collateral DocumentsAgreement or any other Loan Document, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent or to release such Guarantor from its obligations under the GuarantyCollateral Agent, in each case as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof, and all powers, rights and remedies under the CollateralSecurity Documents may be exercised solely by the Collateral Agent for the benefit of the Lenders in accordance with the terms thereof; (b) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the U.S. Bankruptcy Code), the Collateral Agent (or any Lender, except with 185 US-DOCS\97700238.15141444430.9 respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the U.S. Bankruptcy Code) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Collateral Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities), shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition; (c) no provision of any Loan Documents shall require the creation, perfection or maintenance of pledges of or security interests in, or the obtaining of title insurance or abstracts with respect to, any Excluded Assets, any Excluded Equity Interests and any other particular assets, if and for so long as, in the reasonable judgment of the Collateral Agent, the cost of creating, perfecting or maintaining such pledges or security interests in such other particular assets or obtaining title insurance or abstracts in respect of such other particular assets is excessive in view of the fair market value of such assets or the practical benefit to the Lenders afforded thereby as reasonably determined by a Responsible Officer of the Borrower and the Administrative Agent (or with respect to matters relating primarily to the ABL Priority Collateral, the Borrower and the ABL Agent); (d) the Collateral Agent may grant extensions of time for the creation or perfection of security interests in or the obtaining of title insurance and surveys with respect to particular assets (including extensions beyond the Closing Date for the creation or perfection of security interests in the assets of the Loan Documents Parties on such date) where it reasonably determines, in consultation with the Borrower, that creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the CollateralSecurity Documents; (e) no actions required by the Laws of any non-U.S. jurisdiction shall be required in order to create any security interests in any assets or to perfect such security interests (including any intellectual property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction); (f) no control agreements shall be required with respect to assets requiring perfection through control agreements or perfection by “control” (as defined in the Uniform Commercial Code); and (g) the provisions of Section 5.10(4) of this Section 10.09.Agreement and Sections 4.01(4) and 4.01(6) of the Collateral Agreement shall supersede any other provision of a Loan Document to the contrary. 186 US-DOCS\97700238.15141444430.9

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Lender irrevocably authorize the Collateral Agent, at its option and in its discretion,agrees: (a) to That upon the request of the Company, the Collateral Agent may release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Transaction Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination holder of all Letters of Credit, (ii) any Lien on such property that is Disposed or to be Disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document or (iii) subject pursuant to Section 11.01, if approved, authorized or ratified in writing by documents reasonably acceptable to the Required LendersCollateral Agent; and (b) to release The Collateral Agent may, without any Subsidiary Guarantor from its obligations under further consent of the Guaranty if such Person ceases Lender, enter into any intercreditor or subordination agreement with the collateral agent or other representatives of holders of any Indebtedness that is intended to be secured on a Restricted Subsidiary junior or otherwise becomes an Excluded Subsidiary as a result of a transaction pari passu basis with the Liens securing the Obligations, in each case, where such Indebtedness is secured by Liens permitted hereunder. The Collateral Agent may rely exclusively on a certificate of the chief executive officer or chief financial officer the Company as to whether any such other Liens are permitted. Any such intercreditor or subordination agreement entered into by the Collateral Agent in accordance with the terms of this Agreement shall be binding on the Secured Parties. Upon request by the Collateral Agent at any time, the Required Lenders Lender will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor Subsidiary from its obligations under the Guaranty and Security Agreement pursuant to this Section 10.0925.10. In each case as specified in this Section 10.0925.10, the Collateral Agent willwill promptly upon the request of the Company (and the Lender irrevocably authorizes the Collateral Agent to), at the Borrowers’ Company’s expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan Party the Company may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents Transaction Agreements and this Section 10.0925.10 (and the Collateral Agent may rely conclusively on a certificate of the chief executive officer or chief financial officer of the Company to that effect provided to it by any Credit Party upon its reasonable request without further inquiry). Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Collateral Agent.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Purchaser irrevocably authorize the Collateral Agent, at its option and in its discretion,agrees: (a) to That upon the request of the Company, the Collateral Agent may release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Operative Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination holder of all Letters of Credit, (ii) any Lien on such property that is Disposed or to be Disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document or (iii) subject pursuant to Section 11.01, if approved, authorized or ratified in writing by documents reasonably acceptable to the Required LendersCollateral Agent; and (b) to release The Collateral Agent may, without any Subsidiary Guarantor from its obligations under further consent of the Guaranty if such Person ceases Holders, enter into any intercreditor or subordination agreement with the collateral agent or other representatives of holders of any Indebtedness that is intended to be secured on a Restricted Subsidiary junior or otherwise becomes an Excluded Subsidiary as a result of a transaction pari passu basis with the Liens securing the Obligations, in each case, where such Indebtedness is secured by ▇▇▇▇▇ permitted hereunder. The Collateral Agent may rely exclusively on a certificate of the chief executive officer or chief financial officer the Company as to whether any such other Liens are permitted. Any such intercreditor or subordination agreement entered into by the Collateral Agent in accordance with the terms of this Agreement shall be binding on the Holders. Upon request by the Collateral Agent at any time, the Required Lenders Holders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor Subsidiary from its obligations under the Guaranty relevant Operative Documents pursuant to this Section 10.0910.10. In each case as specified in this Section 10.0910.10, the Collateral Agent willwill promptly upon the request of the Company (and each Purchaser irrevocably authorizes the Collateral Agent to), at the Borrowers’ Company’s expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan Party the Company may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Operative Documents, or to evidence the release of such Guarantor from its obligations under the applicable Guaranty, in each case in accordance with the terms of the Loan Operative Documents and this Section 10.0910.10 (and the Collateral Agent may rely conclusively on a certificate of the chief executive officer or chief financial officer of the Company to that effect provided to it by any Credit Party upon its reasonable request without further inquiry). Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Collateral Agent.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers irrevocably authorize and instruct the Collateral Agent, at its option and in its discretion,Agent to: (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have for which no claim has been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretionmade) and the expiration or termination of all Letters of CreditCommitments, (ii) that is Disposed transferred, sold or otherwise disposed of or to be Disposed transferred, sold or otherwise disposed of (other than to the Borrower or a Guarantor) as part of or in connection with any transaction transfer, sale or other disposal permitted hereunder or under any other Loan Document Document, (iii) in the case of any Lien on any Other Collateral, as and when the release thereof is provided for in the Security Documents; or (iiiiv) subject to Section 11.0110.01, if approved, authorized or ratified in writing by the Required Lenders; and (b) subordinate any Lien on any property granted to release or held by the Agent under any Subsidiary Guarantor from Loan Document to the holder of any Lien on such property that is permitted by Section 7.02(i), and execute and deliver any intercreditor agreement necessary or desirable to permit the incurrence by the Parent and its Restricted Subsidiaries of secured indebtedness permitted to be incurred hereunder (including, for the avoidance of doubt, Extended Loans, Incremental Equivalent Debt, New Incremental Term Loan Facilities, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, and the Liens securing such Indebtedness), in each case with the priority permitted hereunder, and perform its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunderand duties and exercise its rights and remedies thereunder. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty Guarantee pursuant to this Section 10.099.10. In each case as specified in this Section 10.099.10, upon the Collateral receipt of a certificate of a Responsible Officer of the Borrower certifying that such release or subordination described in (a) and (b) above what is permitted hereunder (on which the Agent willmay conclusively rely without any further inquiry) the Agent will (and each of the Lenders irrevocably authorizes and directs the Agent to), at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party Obligor such documents or take any action as such Loan Party Obligor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsSecurity Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the GuarantySecured Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 10.099.10.

Collateral and Guaranty Matters. The Each of the Lenders (including in each such Lender’s capacity as a potential Cash Management Bank, Secured Additional Letter of Credit Facility Provider or Hedge Bank) and the L/C Issuers each Issuing Bank, irrevocably authorize the Collateral Agent, and the Designated Representative on behalf of the Secured Designated Indebtedness Holder is deemed to irrevocably authorize the Agent (x) to enter into the Security and Guarantee Documents (including the Leidos/Spinco Intercreditor Agreement) for the benefit of such Persons and (y), at its option and in its discretion,: (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Loan Document Obligations (other than (x) contingent indemnification and expense obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under as to which no claim or in respect ofdemand has been asserted), and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of CreditCredit (other than Letters of Credit which have been Cash Collateralized), (ii) that is Disposed sold or distributed or to be Disposed of sold or distributed as part of or in connection with any transaction sale permitted hereunder or under any other Loan Document or Document, (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; andLenders (unless approval by a greater number or percentage of Lenders is expressly provided in any Loan Document) or (iv) to the extent required pursuant to the terms of the Leidos/Spinco Intercreditor Agreement; (b) to subordinate any Lien on any property granted to or held by the Agent under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.01(b) and (d); and (c) to release any Subsidiary Guarantor from its obligations under the Guaranty Security and Guarantee Documents if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty Security and Guarantee Documents pursuant to this Section 10.098.10. In each case as specified in this Section 10.098.10, the Collateral Agent will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral collateral from the assignment and security interest granted under the Collateral Security and Guarantee Documents, or to release such Guarantor from its obligations under the GuarantySecurity and Guarantee Documents, in each case in accordance with the terms of the Loan Documents and this Section 10.098.10; provided that the Borrower shall have delivered to the Agent a certificate of a Responsible Officer of Holdings certifying that any such transaction has been consummated in compliance with this Agreement and the other Loan Documents.

Collateral and Guaranty Matters. The Each of the Lenders irrevocably authorizes the Administrative Agent and the L/C Issuers irrevocably authorize the Collateral Agent, at its option and in its discretion,each of the Administrative Agent and the Collateral Agent agrees that it will: (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 the Discharge of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of CreditObligations, (ii) that at the time the property subject to such Lien is Disposed transferred or to be Disposed of transferred as part of or in connection with any transaction transfer permitted hereunder or under any other Loan Document (including in connection with a Permitted Sale-Leaseback Transaction) to any Person other than Holdings, the Borrower or any of the Guarantors, (iii) subject to Section 11.0112.1, if the release of such Lien is approved, authorized or ratified in writing by the Required Requisite Lenders; and, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 9.1(i); (c) release any Subsidiary Guarantor from its obligations under the Guaranty if (i) in the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary as a result of a transaction or otherwise becomes an Excluded Subsidiary designation permitted hereunder or (ii) in the case of Holdings, as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the First Lien Facility, ABL Facility, Senior Notes, any Credit Agreement Refinancing Indebtedness or any Junior Financing; and (d) if any Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer of the Borrower), and the Borrower notifies the Administrative Agent in writing that it wishes such Guarantor to be released from its obligations under the Guaranty and provides the Administrative Agent and the Collateral Agent such certifications or documents with respect thereto as either such Agent shall reasonably request, (i) release such Subsidiary from its obligations under the Guaranty and (ii) release any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary; provided that no such release shall occur if such Subsidiary continues to be a guarantor in respect of the First Lien Facility, ABL Facility, the Senior Notes, any Credit Agreement Refinancing Indebtedness or any other Junior Financing. Upon request by the Collateral Administrative Agent at any time, the Required Requisite Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its security interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.0911.11. In Notwithstanding the foregoing, in each case as specified in this Section 10.0911.11, the Collateral applicable Agent willwill (and each Lender irrevocably authorizes the applicable Agent to), at the Borrowers’ Borrower’s expense, promptly execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.0911.11. In connection with the delivery of any such release or subordination documentation by the Administrative Agent pursuant to this Section 11.11, the Borrower shall have delivered to the Administrative Agent, prior to the date of the proposed release or subordination, a written request for release or subordination identifying the relevant Guarantor and/or Collateral and the terms of the sale or other disposition or transaction in reasonable detail, including such other information as the Administrative Agent shall reasonably request, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents.

Collateral and Guaranty Matters. The (a) Each Agent, each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank), each Issuing Bank, and each other Secured Party irrevocably authorizes the Administrative Agent and Collateral Agent to be the agent for and representative of the Lenders with respect to the Guaranty, the Collateral and the L/C Issuers Collateral Documents and agrees that, notwithstanding anything to the contrary in any Loan Document: (i) Liens on any property granted to or held by an Agent or in favor of any Secured Party under any Loan Document will be automatically and immediately released, and each Secured Party irrevocably authorize authorizes and directs the Collateral AgentAgents to enter into, at its option and in its discretioneach agrees that it will enter into, the necessary or advisable documents requested by the Borrower and associated therewith, upon the occurrence of any of the following events (each, a “Lien Release Event”), (aA) the payment in full in cash of all the Obligations (other than (1) Cash Management Obligations, Swap Obligations and Contingent Obligations in respect of which no claim has been made and (2) obligations in respect of Letters of Credit that have been backstopped or cash collateralized on terms satisfactory to the applicable Issuing Bank); (B) a transfer of the property subject to such Lien as part of, or in connection with, a transaction that is permitted by the terms of the Loan Documents to any Person that is not a Loan Party; (C) with respect to property owned by any Guarantor or with respect to which any Guarantor has rights, the release of such Guarantor from its obligations under its Guaranty or hereunder, as applicable, pursuant to clause (iii) below; (D) the approval, authorization or ratification of the release of such Lien by the Required Lenders, or such percentage as may be required pursuant to Section 11.01; (E) such property becoming an Excluded Asset, Excluded Vessel (including, for the avoidance of doubt, pursuant to any Permitted Reflagging Transaction), Excluded Equity Interest or an asset owned by an Excluded Subsidiary or with respect to which an Excluded Subsidiary has rights; (F) as to the assets owned by such Excluded Subsidiary (or with respect to which an Excluded Subsidiary has rights), upon any Person becoming an Excluded Subsidiary; (G) any such property becoming subject to a Securitization Financing to the extent required by the terms of such Securitization Financing; and/or (H) with respect to Vessel Collateral, such Vessel Collateral becoming subject to a reflagging permitted hereunder; (ii) upon the request of the Borrower (such request, the “Release/Subordination Event”) it will release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Sections 7.01(d) and 7.01(n); (iiii) upon termination the request of the Total Revolving Credit Commitments and payment in full of all Obligations Borrower (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that such request, the net termination liability under or in respect of, and other amounts due and payable under“Permitted Consent Event”), each Secured Hedge Agreement at such time shall have been paid or secured in Party irrevocably authorizes and directs the manner provided in such Agents to enter into, and each Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) Party and the expiration Agents agrees that the Agents will enter into, the necessary or termination of all Letters of Credit, (ii) that is Disposed or to be Disposed of as part of or advisable documents requested by the Borrower in connection with any a transaction that is permitted hereunder or under any other Loan Document or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; andterms of the Loan Documents; (biv) to release any Subsidiary a Guarantor will be automatically and immediately released from its obligations under the Guaranty if upon (A) such Person ceases Guarantor ceasing to be a Restricted Subsidiary of the Borrower, (B) such Guarantor becoming an Immaterial Subsidiary, or otherwise becomes (C) such Guarantor becoming an Excluded Subsidiary as a result of a transaction permitted hereunder. Upon request ; provided that if such Guarantor becomes an Excluded Subsidiary solely as a result of such Guarantor becoming an Excluded Subsidiary of the type described in clause (a) of the definition thereof, such release shall only be permitted if, at the time such Guarantor becomes such an Excluded Subsidiary, (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) such Guarantor so becomes such an Excluded Subsidiary as a result of a joint venture or other strategic transaction permitted hereunder that was not entered into for the primary purpose of releasing the Guaranty of such Guarantor (as determined by the Collateral Borrower in good faith) (clauses (A)-(C), each a “Guaranty Release Event”), and each Secured Party irrevocably authorizes and directs the Agents to enter into, and each Agent at any timeagrees it will enter into, the Required Lenders will confirm in writing necessary and advisable documents requested by the Collateral Agent’s authority Borrower to (1) release its interest in particular types (or items of property or to acknowledge the release any of) such Guarantor from its obligations under the Guaranty pursuant to this Section 10.09. In each case as specified in this Section 10.09, and (2) release (or acknowledge the release of) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary; (v) the Administrative Agent and the Collateral Agent willwill exclusively exercise the rights and remedies under the Loan Documents, and neither the Lenders nor any other Secured Party will exercise such rights and remedies (other than the Required Lenders through the Administrative Agent); provided that the foregoing shall not preclude any Lender from exercising any right of set-off in accordance with the provisions of Section 11.09 or enforcing compliance with the provisions set forth in Section 11.01(b) or from exercising rights and remedies (other than the enforcement of Collateral) with respect to any payment default after the occurrence of the Maturity Date with respect to any Loans made by it or filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under the U.S. Bankruptcy Code or any other Debtor Relief Law; and (vi) the Administrative Agent and Collateral Agent shall, and the Lenders and other Secured Parties irrevocably authorize and instruct the Administrative Agent and Collateral Agent to, from time to time on and after the Closing Date, without any further consent of any Lender, Issuing Bank, counterparty to any Cash Management Obligation or Swap Obligation or other Secured Party, enter into any Intercreditor Agreement or other intercreditor agreement with the collateral agent, collateral trustee or other representative of the holders of Indebtedness that is secured by a Lien on Collateral that is expressly permitted under this Agreement. Each Agent, each Lender and each other Secured Party agrees that it will promptly take such action and execute any such documents as may be reasonably requested by the Borrower (such actions and such execution, the “Release Actions”), at the Borrowers’ Borrower’s sole cost and expense, execute in connection with a Lien Release Event, Release/Subordination Event, Permitted Consent Event or Guaranty Release Event and deliver that such actions are not discretionary. Without limitation, the Release Actions may include, as applicable, (a) executing (if required) and delivering to the applicable Loan Parties (or any designee of the Loan Parties) any such lien releases, mortgage releases, discharges of security interests, pledges and guarantees and other similar discharge or release documents, as are reasonably requested by a Loan Party such documents in connection with the release, as such Loan Party may reasonably request to evidence of record, of the Liens (and all notices of security interests and Liens previously filed) the subject of a Lien Release Event or Release/Subordination Event or the release of such item any applicable Guarantee in connection with a Guaranty Release Event and (b) delivering to the Loan Parties (or any designee of Collateral from the assignment Loan Parties) all instruments evidencing pledged debt and security interest granted under all equity certificates and any other collateral previously delivered in physical form by the Loan Parties to a Secured Party. In connection with any Lien Release Event, Release/Subordination Event, Permitted Consent Event, Guaranty Release Event or Release Action, each of the Collateral Agent and the Administrative Agent shall be entitled to rely and shall rely exclusively on an officer’s certificate of the Borrower (the “Release Certificate”) confirming that (a) such Lien Release Event, Release/Subordination Event, Permitted Consent Event or a Guaranty Release Event, as applicable, has occurred or will upon consummation of one or more identified transactions (an “Identified Transaction”) occur, (b) the conditions to any such Lien Release Event, Release/Subordination Event, Permitted Consent Event or Guaranty Release Event have occurred or will occur upon consummation of an Identified Transaction, and (c) that any such Identified Transaction is permitted by (or not prohibited by) the Loan Documents. The Collateral Agent and the Administrative Agent will be fully exculpated from any liability and shall be fully protected and shall not have any liability whatsoever to any Secured Party as a result of such reliance or the consummation of any Release Action. A Release Certificate may be delivered in advance of the consummation of any applicable Identified Transaction. Each Lender and each Secured Party irrevocably authorizes and irrevocably directs the Collateral Agent and the Administrative Agent to take the Release Actions and consents to reliance on the Release Certificate. The Secured Parties agree not to give any Agent any instruction or direction inconsistent with the provisions of this Section 10.11. Neither the Administrative Agent nor the Collateral Agent shall be responsible for, or have a duty to release such Guarantor from its obligations ascertain or inquire into, any statement in a Release Certificate, the compliance of any Identified Transaction with the terms of a Loan Document, any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or contained in any certificate prepared or delivered by any Loan Party in connection with the Collateral or compliance with the terms set forth above or in a Loan Document, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. (b) Anything contained in any of the Loan Documents to the contrary notwithstanding, each Agent, each Lender and each Secured Party hereby agree that: (i) no Lender or other Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty or any other Loan Document, it being understood and agreed that all powers, rights and remedies hereunder and under any of the GuarantyLoan Documents may be exercised solely by the Administrative Agent or the Collateral Agent, in each case as applicable, for the benefit of the Lenders in accordance with the terms hereof and thereof, and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent for the benefit of the Lenders in accordance with the terms thereof; (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the U.S. Bankruptcy Code), only the Collateral Agent (except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the U.S. Bankruptcy Code) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Collateral Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities), shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition; (iii) no provision of any Loan Documents shall require the creation, perfection or maintenance of pledges of or security interests or hypothecs in, or the obtaining of title insurance or abstracts with respect to, any Excluded Assets and any other particular assets, if and for so long as, in the reasonable judgment of the Administrative Agent (as so directed to the Collateral Agent), the cost of creating, perfecting or maintaining such pledges or security interests or hypothecs in such other particular assets or obtaining title insurance or abstracts in respect of such other particular assets is excessive in view of the Fair Market Value of such assets or the practical benefit to the Lenders afforded thereby; and (iv) the Administrative Agent (as so directed to the Collateral Agent) may grant extensions of time for the creation or perfection of security interests or hypothecs in or the obtaining of title insurance and surveys with respect to particular assets (including extensions beyond the Closing Date for the creation or perfection of security interests in the assets of the Loan Documents and Parties on such date) where it reasonably determines, in consultation with the Borrower, that creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Section 10.09Agreement or the Collateral Documents.

Collateral and Guaranty Matters. The Lenders and and, the L/C Issuers and the Designated Pari Passu Facility Providers irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and (y) obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under ) and each Letter of Credit having been backstopped or Cash Collateralized, in respect ofeach case, in amounts and other amounts due pursuant to documentation in form and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably substance satisfactory to the relevant Hedge Bank in its sole discretion) Administrative Agent and the expiration or termination of all Letters of Creditrelevant L/C Issuer, (ii) that is Disposed or to be Disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document or Document, (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required LendersLenders or (iv) that is on or with respect to Mortgaged Property which is not Material Real Property; and (b) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary or transaction permitted hereunderhereunder or the application of clause (v) of the definition of Excluded Subsidiary thereto. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.09. In each case as specified in this Section 10.09, the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.09.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers irrevocably authorize and direct the Collateral AgentAdministrative Agent (without notice to, at its option and in its discretionor vote or consent of, any counterparty to any Specified Hedging Agreement), (a) to release any Lien on any property Collateral granted to or held by the Collateral Agent Administrative Agent, for the ratable benefit of the Secured Parties (whether or not on the date of such release there may be outstanding Specified Hedge Obligations or contingent indemnification obligations not then due), under any Loan Document (i) upon repayment of the outstanding principal of and all accrued interest on the Loans and Reimbursement Obligations, payment of all outstanding fees and expenses hereunder, the termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) Commitment and the expiration or termination of all Letters of Credit, (ii) that is Disposed disposed or to be Disposed disposed of as part of or in connection with any transaction disposition permitted hereunder or under any other Loan Document Document, or (iii) subject to Section 11.0112.2, if approved, authorized or ratified in writing by the Required Lenders; and; (b) to subordinate or release any Subsidiary Lien on any Collateral (whether or not on the date of such subordination or release there may be outstanding Specified Hedge Obligations or contingent indemnification obligations not then due) granted to or held by the Administrative Agent under any Loan Document to the holder of any Excepted Lien; and (c) to release any Guarantor (whether or not on the date of such release there may be outstanding Specified Hedge Obligations or contingent indemnification obligations not then due) from its obligations under the Guaranty Agreement, the Security Agreement and any other Loan Documents if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 10.09. In each case as specified in this Section 10.09, the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.09Section.

Collateral and Guaranty Matters. The Lenders and Without limiting the L/C Issuers provisions of Section 7.13, each of the Lenders, irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (a) to release any Lien on any property granted to or held by the Administrative Agent and/or Collateral Agent under any Loan Transaction Document (i) upon termination of the Total Revolving Credit Commitments and Aggregate Commitments, payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations obligations and liabilities under Secured Hedge Agreements; provided that Agreements as to which arrangements satisfactory to the net termination liability under or in respect of, and other amounts due and payable under, each Secured applicable Hedge Agreement at such time Counterparty shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Creditmade), (ii) that is Disposed sold or otherwise disposed of or to be Disposed sold or otherwise disposed of as part of or in connection with any transaction sale or other disposition permitted hereunder or under any other Loan Document or Transaction Document, (iii) subject to Section 11.01that constitutes “Excluded Collateral”, or (iv) if approved, authorized or ratified in writing by the Required Lendersin accordance with Section 10.2; and and (b) to if the Partial Release Conditions are satisfied, release any Subsidiary Guarantor from its obligations under the Guaranty Guaranty, Pledge and Security Agreement (and to release any Lien on any property of such Subsidiary Guarantor or on the Equity Interests of such Subsidiary Guarantor granted to or held by the Administrative Agent and/or Collateral Agent under any Transaction Document) if such Person party ceases to be a Restricted Borrower Subsidiary as a result of a Takeout Transaction or if such Person otherwise becomes an Excluded ceases to be a Borrower Subsidiary as a result of a transaction permitted hereunderunder the Transaction Documents. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and Collateral Agent’s authority to release its interest in particular types or items of property or to release any Subsidiary Guarantor from its obligations under the Guaranty Guaranty, Pledge and Security Agreement pursuant to this Section 10.097.14. In each case as specified in this Section 10.097.14, the Administrative Agent and/or the Collateral Agent will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, Documents or to release such Subsidiary Guarantor from its obligations under the Guaranty, Pledge and Security Agreement in each case in accordance with the terms of the Loan Transaction Documents and this Section 10.097.14. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. The Lenders and Lenders, the L/C Issuers and the Designated Pari Passu Facility Providers irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and (y) obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under ) and each Letter of Credit having been backstopped or Cash Collateralized, in respect ofeach case, in amounts and other amounts due pursuant to documentation in form and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably substance satisfactory to the relevant Hedge Bank in its sole discretion) Administrative Agent and the expiration or termination of all Letters of Creditrelevant L/C |US-DOCS\126402975.16140630557.8|| Issuer, (ii) that is Disposed or to be Disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document or Document, (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required LendersLenders or (iv) that is on or with respect to Mortgaged Property which is not Material Real Property; and (b) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary or transaction permitted hereunderhereunder or the application of clause (v) of the definition of Excluded Subsidiary thereto. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.09. In each case as specified in this Section 10.09, the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.09.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Credit Parties irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Creditaccordance with Section 1.2(d), (ii) that is Disposed sold or otherwise disposed of or to be Disposed sold or otherwise disposed of (to a Person that is not a Loan Party) as part of or in connection with any transaction sale or other disposition permitted hereunder or under any other Loan Document Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; andApplicable Lenders in accordance with Section 10.1; (b) to subordinate, make senior or make pari passu any Lien on any ABL Priority Collateral granted to or held by the Agent under any Loan Document to or with the Lien of any other Person on such property, as contemplated by clauses (i) and (y) of the definition of “Permitted Encumbrances” and to enter into the intercreditor agreements contemplated under clauses (i) and (y) of the definition of “Permitted Encumbrances” or otherwise under this Agreement; and (c) to release any Subsidiary Guarantor from its obligations under the Guaranty Loan Documents if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Agent at any time, the Required Applicable Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty and Security Agreement pursuant to this Section 10.099.10 and its authority to give the releases set forth in Section 10.22. In each case as specified The Agent agrees upon the request of the Borrower and at the Borrower’s expense to negotiate in good faith and enter into any ABL Intercreditor Agreement or Customary Intercreditor Agreement permitted under this Agreement in connection with the incurrence by the Borrower or any Restricted Subsidiary of the applicable secured Indebtedness to the extent expressly contemplated to be subject to such ABL Intercreditor Agreement or Customary Intercreditor Agreement. Notwithstanding anything to the contrary herein, the provisions of this Section 10.099.10 shall be in addition to, and not a limitation upon, the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release provisions of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.0910.21.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Credit Parties irrevocably authorize the Collateral Agent and the Canadian Agent, at its their option and in its discretiontheir discretion to, or, in the event of any Disposition permitted hereunder, the Collateral Agent or the Canadian Agent shall, (a) to release any Lien on any property granted to or held by the Collateral any Agent under any Loan Document (i) upon termination of the Aggregate Total Revolving Credit Commitments and payment Payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of CreditFull, (ii) solely with respect to any Lien on any property of the Canadian Loan Parties, upon termination of the Canadian Total Commitments and Payment in Full of all Canadian Liabilities, (iii) that is Disposed of or to be Disposed of as part of or in connection with any transaction Disposition permitted hereunder or under any other Loan Document Document, or (iiiiv) subject to Section 11.01, if approved, authorized or ratified in writing by the Required LendersLenders in accordance with Section 10.01; (b) subordinate any Lien on any property granted to or held by the Administrative Agent or the Canadian Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (h) of the definition of Permitted Encumbrances; and (bc) to release any Subsidiary Guarantor from its obligations under the any Facility Guaranty and each other applicable Loan Document if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral any Agent at any time, the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) will confirm in writing the Collateral Agent’s or the Canadian Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Facility Guaranty and each other applicable Loan Document pursuant to this Section 10.099.10. In each case as specified in this Section 10.099.10, the Collateral Agent or the Canadian Agent will, at the BorrowersLoan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest Lien granted under the Collateral DocumentsSecurity Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.099.10.

Collateral and Guaranty Matters. The Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuers irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion,: (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination satisfaction of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of CreditTermination Conditions, (ii) that is Disposed sold, disposed of or transferred or to be Disposed sold, disposed of or transferred as part of or in connection with any transaction sale, disposition or transfer permitted hereunder or under any other Loan Document or to a Person that is not a Loan Party, (iii) that constitutes Excluded Assets, (iv) if the property subject to Section 11.01such Lien is owned by a Guarantor, upon the release of such Guarantor from its Guaranty otherwise in accordance with the Loan Documents, (v) that constitutes Excluded Assets or (vi) if approved, authorized or ratified in writing by the Required Lenders; andin accordance with Section 11.01; (b) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Restricted Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property or ; (c) to release any Guarantor from its obligations under the Guaranty pursuant if such Person ceases to this Section 10.09. In each case as specified in this Section 10.09be a Subsidiary that is a Material Subsidiary; (d) to release any Guarantor, the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents other than any Person that is a Pledgor (for so long 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 DocumentsPerson is a Pledgor), or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms Guaranty if such Person is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries, at such time as its guaranty of such Material Indebtedness and any other Material Indebtedness is released; (e) enter into subordination, intercreditor and/or similar agreements with respect to Indebtedness that is (i) required or permitted to be subordinated hereunder and/or (ii) secured by ▇▇▇▇▇, and which Indebtedness contemplates an intercreditor, subordination or collateral trust agreement; (f) to release any Guarantor that is an Immaterial Subsidiary from its obligations under the Guaranty if such Person is a guarantor of any capital markets Indebtedness of the Borrowers or the Restricted Subsidiaries, at such time as its guaranty of such capital markets Indebtedness and any other capital markets Indebtedness is released; (g) to release any Guarantor that is the owner or lessor of any Real Property in connection with any substantially contemporaneous transaction or series of related transactions (which transactions may, for the avoidance of doubt, be sequenced or structured in a similar manner to the transactions with respect to MGP to occur on or around the Closing Date) resulting in the transfer of such Real Property (or the Equity Interests of such Guarantor), directly or indirectly, as part of or in connection with any sale, disposition or transfer to MGP (or one of its Subsidiaries) permitted hereunder or under any other Loan Documents Document; provided that the only assets owned by such Guarantor are the applicable Real Property and this such other assets permitted to be sold, disposed of or transferred hereunder or under any other Loan Document in connection with such transactions; provided, further, that to the extent such sale, disposition or transfer has not been consummated on or prior to the date that is two Business Days after the date of such release (or such later date as reasonably agreed by the Administrative Agent), the Borrowers shall cause the applicable Restricted Subsidiary to restore its Guaranty to the extent required hereunder or under any other Loan Document; and (h) 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 10.098.04(d) and clauses (f) and (u) of the definition of “Permitted Encumbrances.”; and (i) to enter into non-disturbance agreements as requested by any Governmental Authority, including the New York State Gaming Commission, including to the extent such agreement would subordinate the Lien on any property granted to or held by the Administrative Agent under any Loan Document.

Collateral and Guaranty Matters. The Lenders and Without limiting the L/C Issuers provisions of Section 9.09, the Credit Parties irrevocably authorize the Collateral Agent, at its option and in its discretionAgents, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Aggregate Commitments and payment in full of all Secured Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (yfor which no claim has been asserted) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) becoming Fully Satisfied and the expiration or termination of all Letters of CreditCredit or the Cash Collateralization of any LC Obligations, (ii) that is Disposed sold or to be Disposed of sold as part of or in connection with any transaction sale permitted hereunder or under any other Loan Document or Document, (iii) subject with respect to Section 11.01any Lien upon any Excluded Asset, in accordance with the terms and conditions of any intercreditor agreement and Security Documents applicable thereto, (iv) with respect to any Liens on property constituting less than all or substantially all of the Collateral, if approved, authorized or ratified in writing by the Required Lenders; andLenders or (v) in connection with any release effected pursuant to Section 9.10(c) or Section 11.12 to the extent such Lien was granted by the Loan Party being released; (b) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (j) of Section 7.01; and (c) subject to the limitations set forth in Section 11.12, as applicable, to release or confirm the release of any Subsidiary Guarantor Loan Party from its obligations hereunder, under the Guaranty Facility Guaranty, and each other applicable Loan Document if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral any Agent at any time, the Required applicable Lenders will confirm in writing the Collateral such Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Facility Guaranty and each other applicable Loan Document pursuant to this Section 10.099.10. In each case as specified in this Section 10.099.10, the Collateral Agent Agents will, at the BorrowersLoan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsSecurity Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantyFacility Guaranty and each other applicable Loan Document, in each case in accordance with the terms of the Loan Documents and this Section 10.099.10. No Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall any Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Issuing Bank irrevocably authorize the Collateral Agent and the Administrative Agent, as applicable, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Agent or the Mortgage Trustee, under any Loan Security Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretionobligations) and the expiration expiration, cash collateralization or termination of all Letters of Credit, (ii) that is Disposed reflagged, sold or disposed of or to be Disposed reflagged, sold or disposed of as part of or in connection with any transaction sale, exchange, Flag Jurisdiction Transfer or other disposition permitted hereunder or under any other Loan Document Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lendersin accordance with Section 10.02; and (b) to release any Subsidiary Guarantor from its obligations under the Guaranty Guarantees if such Person person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary required to be a Guarantor as a result of a transaction permitted hereunder; and (c) to subordinate any Lien on any property granted to or held by the Collateral Agent or the Mortgage Trustee, under any Loan Document to the holder of any Permitted Lien described in Section 6.02(q) on such property. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty Guarantees pursuant to this Section 10.099.09. In each case as specified in this Section 10.099.09, the Collateral Agent will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request (including, without limitation, instructions to the Mortgage Trustee to do any of the following) to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsLoan Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantyGuarantees, in each case in accordance with the terms of the Loan Documents and this Section 10.099.09.

Collateral and Guaranty Matters. The Each of the Lenders and the L/C Issuers irrevocably authorize authorizes the Collateral Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Aggregate Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have as to which no claim has been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Creditasserted), (ii) that is Disposed sold or to be Disposed of sold as part of or in connection with any transaction sale permitted hereunder or under any other Loan Document or Document, (iii) subject to Section 11.0110.01, if approved, authorized or ratified in writing by the Required Lenders; andLenders or (iv) to the extent such property is secured by a Permitted Lien under clause (6) of the definition thereof; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is secured by a Permitted Lien under clause 6 thereof as it relates to the ABL Credit Agreement; (c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (d) to enter into intercreditor agreements, subordination agreements and amendments to the Collateral Documents to reflect arrangements with respect to any obligations (other than the Obligations) permitted to be incurred hereunder and secured by Liens permitted to be incurred hereunder on all or a portion of the Collateral, on terms acceptable to the Collateral Agent. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section 10.099.11. In each case as specified in this Section 10.099.11, the Collateral Agent will, at the Borrowers’ Borrower’s expense, (i) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Subsidiary Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.099.11; provided that the Borrower shall have delivered to the Collateral Agent a certificate of a Responsible Officer of the Borrower certifying that any such transaction has been consummated in compliance with this Agreement and the other Loan Documents) and (ii) execute and deliver intercreditor agreements, collateral trust agreements and similar documents to reflect arrangements with respect to any obligations (other than the Obligations) permitted to be incurred hereunder and secured by Liens permitted to be incurred hereunder on all or a portion of the Collateral, in a form not materially less favorable, taken as a whole, to the Lenders than the terms of the Intercreditor Agreement and/or the Junior Lien Intercreditor Agreement, in the case of Indebtedness with a Junior Lien Priority, or in a form customary for intercreditor agreements or collateral trust agreements in light of then prevailing market conditions, in the case of Other Pari Passu Lien Obligations.

Collateral and Guaranty Matters. The Lenders and Lenders, the L/C Issuers and the Designated Pari Passu Facility Providers irrevocably authorize the Collateral Agent, at its option and in its discretion, (ai) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and (y) obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under ) and each Letter of Credit having been backstopped or Cash Collateralized, in respect ofeach case, in amounts and other amounts due pursuant to documentation in form and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably substance satisfactory to the relevant Hedge Bank in its sole discretion) Administrative Agent and the expiration or termination of all Letters of Creditrelevant L/C Issuer, (ii) that is Disposed or to be Disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document or Document, (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required LendersLenders or (iv) that is on or with respect to Mortgaged Property which is not Material Real Property; and (bj) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary or transaction permitted hereunderhereunder or the application of clause (v) of the definition of Excluded Subsidiary thereto. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.09. In each case as specified in this Section 10.09, the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.09.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Purchasers irrevocably authorize the Collateral Agent, Agent and Collateral Agent agrees at its option and in its discretionthe request of the Issuer, (a) to release any Lien on any Collateral granted to or held by the Collateral Agent under any Note Document (i) upon payment in full of all Obligations (other than contingent indemnification obligations for which no claim has been asserted) under the Note Documents, (ii) that is sold, transferred or otherwise disposed of to a Person other than a Note Party or Subsidiary as part of or in connection with any sale or other Disposition (including any Involuntary Disposition) permitted hereunder or under any other Note Document, (iii) solely with respect to any Revolving Credit Priority Collateral, as otherwise may be expressly provided in the Intercreditor Agreement entered into by the Collateral Agent in connection with a Permitted Revolving Credit Facility or (iv) subject to Section 12.01, if approved, authorized or ratified in writing by the Required Purchasers; (b) to release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Note Document to the holder of any Lien on such property that is permitted by Section 8.01(i); and (c) to release any Guarantor from its obligations under the Guaranty (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Note Documents or (ii) upon termination of the Total Revolving Credit all unused Delayed Draw Note Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (yfor such no claim has been asserted) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Credit, (ii) that is Disposed or to be Disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunderNote Documents. Upon request by the Collateral Agent at any time, the Required Lenders Purchasers will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty Guaranty, pursuant to this Section 10.0911.09. In each case as specified The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Note Party in this Section 10.09connection therewith, nor shall the Collateral Agent willbe responsible or liable to the Purchasers for any failure to monitor or maintain any portion of the Collateral. In connection with any termination, at release or subordination pursuant to this Section 11.09, Collateral Agent shall promptly, upon the Borrowers’ expenserequest of any Note Party, (x) execute and deliver to the applicable Loan such Note Party, at such Note Party’s expense, all documents that such Note Party such documents as such Loan Party may shall reasonably request to evidence such termination, release or subordination, and (y) deliver to the release Note Parties, at the expense of the Note Parties, any portion of such item Collateral so released in possession of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.09Agent.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to Each of the Lenders irrevocably authorizes the Administrative Agent and the Collateral Agent to: (i) release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (iw) upon termination of the Total Revolving Credit Commitments and payment Payment in full of all Obligations (other than Full, (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Credit, (ii) that is Disposed sold or otherwise disposed to be Disposed of a Person other than a Loan Party as part of or in connection with any transaction sale or other Disposition permitted hereunder or under any other the Loan Document Documents, (y) upon such owner of the property ceasing to be a Loan Party pursuant to the terms of this Agreement or (iiiz) subject to Section 11.019.01, if approved, authorized or ratified in writing by the Required LendersLenders or such other number or percentage of Lenders required hereby; and (bii) to release any Subsidiary Guarantor from its obligations under the Guaranty if Guarantee and Collateral Agreement upon Payment in Full or such Person ceases Guarantor ceasing to be a Restricted Subsidiary Loan Party pursuant to the terms of this Agreement. In connection with any release under this Section 8.10, to the extent that any instrument, notice, document or other writing or any other action by the Administrative Agent or Collateral Agent is necessary to effect or evidence such release, the Borrower shall deliver to the Administrative Agent and the Collateral Agent: (i) an officer’s certificate of the Borrower (A) stating that such release of the Lien or the release of the Guarantor, as applicable, complies with and is permitted by this Agreement and the other Loan Documents and (B) requesting the Collateral Agent to release the Lien on such property or release such Guarantor and to execute and deliver instruments or authorize filings in connection therewith; and (iii) the proposed instrument or instruments releasing such Lien or releasing such Guarantor, in each case in form reasonably satisfactory to the Administrative Agent and the Collateral Agent with respect to its rights, immunities and obligations. In connection with any release under Section 8.10(a)(i)(x), at the request and sole expense of any Guarantor, the Administrative Agent shall instruct the Collateral Agent, in writing, (i) to promptly deliver to such Guarantor any Collateral held by the Collateral Agent pursuant to the Guarantee and Collateral Agreement and (ii) to promptly execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence such release, in each case, as set forth in Section 9.15 of the Guarantee and Collateral Agreement. Any such release of guarantee obligations or security interests shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations shall be rescinded or must otherwise becomes an Excluded Subsidiary be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, | or upon or as a result of the appointment of a transaction permitted hereunderreceiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty and Collateral Agreement pursuant to this Section 10.098.10. (b) The Administrative Agent and the Collateral Agent shall not be responsible for and shall not have any obligation whatsoever to assure (i) that the Collateral exists or is owned (whether in fee or by leasehold) by the Person purporting to own it, or is cared for, protected, or insured or has been encumbered, (ii) the genuineness or value of any Collateral or the validity or sufficiency of any agreement contained therein or the validity of the title of any Loan Party to the Collateral, or (iii) that the Liens granted to the Collateral Agent herein or pursuant to the Loan Documents have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority. In each case as specified Notwithstanding anything contained in this Section 10.09the Loan Documents or otherwise to the contrary, the Collateral Agent willshall not have any duty to (i) file or prepare any financing or continuation statements or record any documents or instruments in any public office for purposes of creating, at perfecting or maintaining any Lien or security interest created under the Borrowers’ expenseLoan Documents or otherwise; (ii) take any steps to preserve rights against any Person with respect to any Collateral; (iii) insure, execute and deliver monitor or maintain the Collateral; (iv) pay any taxes, charges, assessments or liens upon the Collateral; or (v) take any action to protect against any diminution in value of the Collateral. The actions described in items (i) through (v) shall be the sole responsibility of the Borrower. (c) Anything contained in any of the Loan Documents to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence contrary notwithstanding, the release of such item of Collateral from Borrower, the assignment and security interest granted under Administrative Agent, the Collateral Documents, Agent and each Lender hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to release such Guarantor from its obligations enforce the Guarantee and Collateral Agreement or any other Security Document, it being understood and agreed that all powers, rights and remedies under any of the GuarantySecurity Documents may be exercised solely by the Administrative Agent or the Collateral Agent, in each case as applicable, for the benefit of the Secured Parties in accordance with the terms thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other Disposition (including pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code,) may be the purchaser or licensor of any or all of such Collateral at any such sale or other Disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon written direction from the Administrative Agent (acting upon the written direction of the Required Lenders), for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or Disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other Disposition. (d) In the event that the Collateral Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any obligation for the benefit of another, which in the Collateral Agent’s sole discretion may cause the Collateral Agent to be | considered an “owner or operator” under any environmental laws or otherwise cause the Collateral Agent to incur, or be exposed to, any environmental liability or any liability under any applicable law, the Collateral Agent reserves the right, instead of taking such action, either to resign as Collateral Agent or to arrange for the transfer of the title or control of the asset to a court appointed receiver (at the expense of the Borrower). The Collateral Agent will not be liable to any Person for any environmental liability or any environmental claims or contribution actions under any Environmental Law by reason of the Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment. (e) The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral and any other property in its possession, under the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for the account of other customers in similar transactions. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of its rights and powers. Except for reasonable care and preservation of the Collateral in its possession (as described above) and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to the collection or protection of the Collateral or any income thereon, nor as to the preservation of rights against prior parties, nor as to the preservation of any rights pertaining thereto. The Collateral Agent shall have no duty, liability or obligation with respect to any Credit Asset Collections, Credit Asset, Credit Asset Document Checklist, Credit Asset Documents or Credit Asset Files other than as expressly set forth in any Loan Documents and this Section 10.09Document to which the Collateral Agent is a party.

Collateral and Guaranty Matters. The Lenders Each Purchaser agrees that any action taken by the Purchaser Agent or the Required Purchasers in accordance with the provisions of this Agreement or of the other Transaction Documents, and the L/C Issuers exercise by the Purchaser Agent or Required Purchasers of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Purchasers. Without limiting the generality of the foregoing, the Purchasers irrevocably authorize the Collateral Purchaser Agent, at its option and in its discretion,: (a) to release any Lien on any property granted to or held by the Collateral Purchaser Agent under any Loan Transaction Document (iA) upon termination the discharge of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification indemnity obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have for which no claim has been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Creditmade), (iiB) that is Disposed sold, transferred, disposed or to be Disposed of sold, transferred, disposed as part of or in connection with any transaction sale, transfer or other disposition (other than any sale to an Obligor; provided, however, that the Purchaser Agent may make any filings necessary to reflect the transfer of Collateral from one Obligor to another) permitted hereunder or under any other Loan Document or otherwise becomes an Excluded Property (iiias defined in the Guaranty and Security Agreement), (C) subject to Section 11.01‎Section 8.08, if approved, authorized or ratified in writing by the Required Lenders; andPurchasers or (D) to the extent such property is owned by a Subsidiary Guarantor upon the release of such Subsidiary Guarantor from its obligations under the Guaranty and Security Agreement pursuant to clause (c) below; (b) to release any Subsidiary Guarantor from its obligations under the Guaranty and Security Agreement if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (c) to enter into non-disturbance and similar agreements in connection with the licensing of Intellectual Property permitted pursuant to the terms of this Agreement in form and substance reasonably satisfactory to the Purchaser Agent, the Company and the applicable licensor. Upon request by the Collateral Purchaser Agent at any time, the Required Lenders Purchasers will confirm in writing the Collateral Purchaser Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Subsidiary Guarantor from its obligations under the Guaranty and Security Agreement pursuant to this Section 10.09‎Section 7.08. In each case as specified in this Section 10.09‎Section 7.08, the Collateral Purchaser Agent willwill (and each Purchaser irrevocably authorizes the Purchaser Agent to), at the Borrowers’ Company’s expense, execute and deliver to the applicable Loan Party Obligor such documents as such Loan Party Obligor may reasonably request (i) to evidence the release or subordination of such item of Collateral collateral from the assignment and security interest granted under the Collateral Transaction Documents, (ii) to enter into non-disturbance or similar agreements in connection with the licensing of Intellectual Property, (iii) to evidence the release of such Subsidiary Guarantor from its obligations under the GuarantyGuaranty and Security Agreement, in each case in accordance with the terms of the Loan Transaction Documents and this Section 10.09‎Section 7.08 and in form and substance reasonably acceptable to the Purchaser Agent. The Purchaser Agent shall deliver to the Purchasers notice of any action taken by it under this ‎Section 7.08 as soon as reasonably practicable after the taking thereof; provided, that delivery of or failure to deliver any such notice shall not affect the Purchaser Agent’s rights, powers, privileges and protections under this Article VII. The Purchaser Agent shall have no obligation to give, execute, deliver, file, record, authorize or obtain any financing statements, notices, instruments, documents, agreements, consents or other papers as shall be necessary to (i) create, preserve, perfect or validate any security interest granted to the Purchaser Agent pursuant to the Transaction Documents or (ii) enable the Purchaser Agent to exercise and enforce its rights under the Transaction Documents with respect to any such pledge and security interest. The Purchaser 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 Purchaser Agent’s Lien thereon, or any certificate prepared by the Company or any Subsidiary Guarantor in connection therewith, nor shall the Purchaser Agent be responsible or liable to the Purchasers for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers irrevocably authorize the Collateral each Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of CreditTermination Date, (ii) that is Disposed of or to be Disposed of as part of or in connection with any transaction Disposition permitted hereunder or under any other Loan Document Document, or (iii) subject to Section 11.0110.1, if approved, authorized or ratified in writing by the Required Lenders or all Lenders; and, if so required; (b) to release subordinate any Lien on any property granted to or held by the Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (d) of Section 7.2.3; and (c) if any Person that is a Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder, to (i) release such Subsidiary Guarantor from its obligations under the Subsidiary Guaranty, (ii) release any Lien on the Capital Securities of such Subsidiary Guarantor under the Capital Securities Pledge Agreements and (iii) release any Lien in the assets of such Subsidiary Guarantor under the Obligor Pledge Agreement. Upon request by the Collateral an Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property or the Agent to release any Lien held by such Agent under any Loan Document and any Subsidiary Guarantor from its obligations under the Guaranty Loan Documents to which such Subsidiary Guarantor is a party pursuant to this Section 10.09Section. In Notwithstanding anything to the contrary hereunder or in any Security Document, upon the commencement of an Investment Grade Period and provided that no Event of Default shall have occurred and be continuing, then, so long as such Investment Grade Period shall remain in effect, all Liens and security interests on any property granted to or held by the Collateral Agent under any Loan Document shall automatically be terminated, released and discharged upon written notice from the Borrower and, at the sole cost and expense of the Borrower, the Agent shall execute such termination agreements, acknowledgements, releases, STB filings and other documents and take such other action as is reasonably requested by the Borrower to evidence such release and obtain the registration thereof, as applicable, in each case as specified in this Section 10.09case, without representation or warranty by, or recourse to, the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.09any other Secured Party.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Credit, (ii) that is Disposed sold or to be Disposed of sold as part of or in connection with any transaction sale permitted hereunder or under any other Loan Document Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.09. In each case as specified in this Section 10.09, the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.09.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to Each of the Lenders irrevocably authorizes the Administrative Agent and the Collateral Agent to: (i) release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (iw) upon termination of the Total Revolving Credit Commitments and payment Payment in full of all Obligations (other than Full, (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Credit, (ii) that is Disposed sold or otherwise disposed to be Disposed of a Person other than a Loan Party as part of or in connection with any transaction sale or other Disposition permitted hereunder or under any other the Loan Document Documents, (y) upon such owner of the property ceasing to be a Loan Party pursuant to the terms of this Agreement or (iiiz) subject to Section 11.019.01, if approved, authorized or ratified in writing by the Required LendersLenders or such other number or percentage of Lenders required hereby; and (bii) to release any Subsidiary Guarantor from its obligations under the Guaranty if Guarantee and Collateral Agreement upon Payment in Full or such Person ceases Guarantor ceasing to be a Restricted Subsidiary Loan Party pursuant to the terms of this Agreement. In connection with any release under this Section 8.10, to the extent that any instrument, notice, document or other writing or any other action by the Administrative Agent or Collateral Agent is necessary to effect or evidence such release, the Borrower shall deliver to the Administrative Agent and the Collateral Agent: (i) an officer’s certificate of the Borrower (A) stating that such release of the Lien or the release of the Guarantor, as applicable, complies with and is permitted by this Agreement and the other Loan Documents and (B) requesting the Collateral Agent to release the Lien on such property or release such Guarantor and to execute and deliver instruments or authorize filings in connection therewith; and (iii) the proposed instrument or instruments releasing such Lien or releasing such Guarantor, in each case in form reasonably satisfactory to the Administrative Agent and the Collateral Agent with respect to its rights, immunities and obligations. In connection with any release under Section 8.10(a)(i)(x), at the request and sole expense of any Guarantor, the Administrative Agent shall instruct the Collateral Agent, in writing, (i) to promptly deliver to such Guarantor any Collateral held by the Collateral Agent pursuant to the Guarantee and Collateral Agreement and (ii) to promptly execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence such release, in each case, as set forth in Section 9.15 of the Guarantee and Collateral Agreement. Any such release of guarantee obligations or security interests shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations shall be rescinded or must otherwise becomes an Excluded Subsidiary be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a transaction permitted hereunderreceiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty and Collateral Agreement pursuant to this Section 10.098.10. (b) The Administrative Agent and the Collateral Agent shall not be responsible for and shall not have any obligation whatsoever to assure (i) that the Collateral exists or is owned (whether in fee or by leasehold) by the Person purporting to own it, or is cared for, protected, or insured or has been encumbered, (ii) the genuineness or value of any Collateral or the validity or sufficiency of any agreement contained therein or the validity of the title of any Loan Party to the Collateral, or (iii) that the Liens granted to the Collateral Agent herein or pursuant to the Loan Documents have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority. In each case as specified Notwithstanding anything contained in this Section 10.09the Loan Documents or otherwise to the contrary, the Collateral Agent willshall not have any duty to (i) file or prepare any financing or continuation statements or record any documents or instruments in any public office for purposes of creating, at perfecting or maintaining any Lien or security interest created under the Borrowers’ expenseLoan Documents or otherwise; (ii) take any steps to preserve rights against any Person with respect to any Collateral; (iii) insure, execute and deliver monitor or maintain the Collateral; (iv) pay any taxes, charges, assessments or liens upon the Collateral; or (v) take any action to protect against any diminution in value of the Collateral. The actions described in items (i) through (v) shall be the sole responsibility of the Borrower. (c) Anything contained in any of the Loan Documents to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence contrary notwithstanding, the release of such item of Collateral from Borrower, the assignment and security interest granted under Administrative Agent, the Collateral Documents, Agent and each Lender hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to release such Guarantor from its obligations enforce the Guarantee and Collateral Agreement or any other Security Document, it being understood and agreed that all powers, rights and remedies under any of the GuarantySecurity Documents may be exercised solely by the Administrative Agent or the Collateral Agent, in each case as applicable, for the benefit of the Secured Parties in accordance with the terms thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other Disposition (including pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code,) may be the purchaser or licensor of any or all of such Collateral at any such sale or other Disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon written direction from the Administrative Agent (acting upon the written direction of the Required Lenders), for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or Disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other Disposition. (d) In the event that the Collateral Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any obligation for the benefit of another, which in the Collateral Agent’s sole discretion may cause the Collateral Agent to be considered an “owner or operator” under any environmental laws or otherwise cause the Collateral Agent to incur, or be exposed to, any environmental liability or any liability under any applicable law, the Collateral Agent reserves the right, instead of taking such action, either to resign as Collateral Agent or to arrange for the transfer of the title or control of the asset to a court appointed receiver (at the expense of the Borrower). The Collateral Agent will not be liable to any Person for any environmental liability or any environmental claims or contribution actions under any Environmental Law by reason of the Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment. (e) The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral and any other property in its possession, under the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for the account of other customers in similar transactions. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of its rights and powers. Except for reasonable care and preservation of the Collateral in its possession (as described above) and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to the collection or protection of the Collateral or any income thereon, nor as to the preservation of rights against prior parties, nor as to the preservation of any rights pertaining thereto. The Collateral Agent shall have no duty, liability or obligation with respect to any Credit Asset Collections, Credit Asset, Credit Asset Document Checklist, Credit Asset Documents or Credit Asset Files other than as expressly set forth in any Loan Documents and this Section 10.09Document to which the Collateral Agent is a party.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Issuing Bank irrevocably authorize the Collateral Agent and the Administrative Agent, as applicable, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Agent or the Mortgage Trustee, under any Loan Security Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretionobligations) and the expiration expiration, cash collateralization or termination of all Letters of Credit, (ii) that is Disposed reflagged, sold or disposed of or to be Disposed reflagged, sold or disposed of as part of or in connection with any transaction sale, Asset Swap, Flag Jurisdiction Transfer or other disposition permitted hereunder or under any other Loan Document Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; andin accordance with Section 10.02; (b) to release any Subsidiary Guarantor from its obligations under the Guaranty Guarantees if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary required to be a Guarantor as a result of a transaction permitted hereunder; and (c) to subordinate any Lien on any property granted to or held by the Collateral Agent or the Mortgage Trustee, under any Loan Document to the holder of any Permitted Lien described in Section 6.02(i) on such property. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty Guarantees pursuant to this Section 10.099.09. In each case as specified in this Section 10.099.09, the Collateral Agent will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request (including, without limitation, instructions to the Mortgage Trustee to do any of the following) to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsLoan Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantyGuarantees, in each case in accordance with the terms of the Loan Documents and this Section 10.099.09.

Collateral and Guaranty Matters. The Each Agent, each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank), each Issuing Bank, and each other Secured Party irrevocably authorizes the Administrative Agent and Collateral Agent to be the agent for and representative of the Lenders with respect to the Guaranty, the Collateral and the LCollateral Documents and agrees that, notwithstanding anything to the contrary in any Loan Document: (i) Liens on any property granted to or held by an Agent or in favor of any Secured Party under any Loan Document will be automatically and immediately released, and each Secured Party irrevocably authorizes and directs the Agents to enter into, and each agrees that it will enter into, the necessary or advisable documents requested by a Borrower and associated therewith, upon the occurrence of any of the following events (each, a “Lien Release Event”), (A) the payment in full in cash of all the Obligations (other than (1) Secured Cash Management Obligations, Secured Swap Obligations and contingent obligations in respect of which no claim has been made and (2) obligations in respect of Letters of Credit that have been backstopped or cash collateralized on terms satisfactory to the applicable Issuing Bank); (B) a transfer of the property subject to such Lien as part of, or in connection with, a transaction that is permitted by the terms of the Loan Documents to any Person that is not a Loan Party; (C) with respect to property owned by any Guarantor or with respect to which any Guarantor has rights, the release of such Guarantor from its obligations under its Guaranty or hereunder, as applicable, pursuant to clause (iii) below; (D) the approval, authorization or ratification of the release of such Lien by the Required Lenders, or such percentage as may be required pursuant to Section 11.01; - 213 - (E) such property becoming an Excluded Asset, Excluded Equity Interest or an asset owned by an Excluded Subsidiary or with respect to which an Excluded Subsidiary has rights; (F) as to the assets owned by such Excluded Subsidiary (or with respect to which an Excluded Subsidiary has rights), upon any Person becoming an Excluded Subsidiary; and/or (G) any such property becoming subject to a Securitization Financing to the extent required by the terms of such Securitization Financing; (ii) upon the request of a Borrower (such request, the “Release/C Issuers irrevocably authorize the Collateral Agent, at its option and in its discretion, (aSubordination Event”) to it will release or subordinate 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 Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination holder of all Letters of Credit, (ii) any Lien on such property that is Disposed or to be Disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document or by Section 7.01(d); (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any a Subsidiary Guarantor will be automatically and immediately released from its obligations under the Guaranty if upon (A) such Person ceases Subsidiary Guarantor ceasing to be a Restricted Subsidiary of the US Borrower, (B) such Subsidiary Guarantor ceasing to be a Material Subsidiary, or otherwise becomes (C) such Subsidiary Guarantor becoming an Excluded Subsidiary as a result of a transaction permitted hereunder. Upon request ; provided that if such Subsidiary Guarantor becomes an Excluded Subsidiary solely as a result of such Subsidiary Guarantor becoming an Excluded Subsidiary of the type described in clause (a) of the definition thereof, such release shall only be permitted if, at the time such Subsidiary Guarantor becomes such an Excluded Subsidiary, (i) no Specified Event of Default has occurred and is continuing and (ii) such Subsidiary Guarantor so becomes such an Excluded Subsidiary as a result of a joint venture or other strategic transaction permitted hereunder that was not entered into for the primary purpose of releasing the Guaranty of such Subsidiary Guarantor (as determined by the Collateral US Borrower in good faith) (clauses (A)-(C), each a “Guaranty Release Event”), and each Secured Party irrevocably authorizes and directs the Agents to enter into, and each Agent at any timeagrees it will enter into, the Required Lenders will confirm in writing necessary and advisable documents requested by a Borrower to (1) release (or acknowledge the Collateral Agent’s authority to release its interest in particular types or items of property or to release any of) such Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 10.09. In each case as specified in this Section 10.09, and (2) release (or acknowledge the release of) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary; (iv) the Administrative Agent and the Collateral Agent will, at will exclusively exercise the Borrowers’ expense, execute rights 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 remedies under the Collateral Loan Documents, or to release and neither the Lenders nor any other Secured Party will exercise such Guarantor rights and remedies (other than the Required Lenders through the Administrative Agent); provided that the foregoing shall not preclude any Lender from its obligations under the Guaranty, in each case exercising any right of set-off in accordance with the terms provisions of Section 11.09 or enforcing compliance with the provisions set forth in Section 11.01(b) or from exercising rights and remedies (other than the enforcement of Collateral) with respect to any payment default after the occurrence of the Maturity Date with respect to any Loans made by it or filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Documents Party under the U.S. Bankruptcy Code or any other Debtor Relief Law; and this Section 10.09.(v) the Administrative Agent and Collateral Agent shall, and the Lenders and other Secured Parties irrevocably authorize and instruct the Administrative Agent and Collateral Agent to, from time to time on and after the Closing Date, without any further consent of any Lender, Issuing Bank, counterparty to any Secured Cash Management Obligation or Secured Swap Obligation or other Secured Party, enter into any Intercreditor Agreement or other intercreditor

Collateral and Guaranty Matters. The Each of the Lenders irrevocably authorizes the Administrative Agent and the L/C Issuers irrevocably authorize the Collateral Agent, at its option and in its discretion,each of the Administrative Agent and the Collateral Agent, agrees that it will: (a) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Credit Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of CreditObligations, (ii) that at the time the property subject to such Lien is Disposed transferred or to be Disposed of transferred as part of or in connection with any transaction transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of the Subsidiaries that are Guarantors, (iii) subject to Section 11.0111.1, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; and (b) release or subordinate any Lien on any property granted to release or held by the Administrative Agent or the Collateral Agent under any Subsidiary Guarantor from its obligations under Loan Document to the Guaranty if holder of any Lien on such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction property that is permitted hereunder. by Section 6.2.3(r). (c) Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.0910.13. In each case as specified in this Section 10.0910.13, the Collateral applicable Agent willwill (and each Lender irrevocably authorizes the applicable Agent to), at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.0910.13.

Collateral and Guaranty Matters. The Lenders Each of the Secured Parties irrevocably authorizes each of the Administrative Agent and the L/C Issuers irrevocably authorize the Collateral Agent, at its option and 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 Total Revolving Credit Aggregate Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretionobligations) and the expiration or termination of all Letters of CreditCredit (except for any Letters of Credit which have been fully Cash Collateralized in accordance with the terms of this Agreement), (ii) that is Disposed or to be Disposed (in each case, to any Person that is not a member of the Group) as part of or in connection with any transaction Disposition permitted hereunder or under any other Loan Document (excluding any Issuer Document), or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lendersin accordance with Section 11.01 hereof; and (b) to release any Subsidiary Guarantor (other than Holdings) from its obligations under the Guaranty Subsidiary Guarantee if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder, including pursuant to Section 10.06 (and provided that the requirements of Section 6.12(b) continue to be complied with). Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty Subsidiary Guarantee pursuant to this Section 10.099.10 (as the case may be). In each case as specified in this Section 10.099.10, the Administrative Agent or the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party Transaction Obligor such documents as such Loan Party Transaction Obligor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the GuarantySubsidiary Guarantee, in each case in accordance with the terms of the Loan Documents (excluding any Issuer Document) and this Section 10.099.10.

Collateral and Guaranty Matters. The Each of the Lenders and the L/C Issuers (including in its capacities as a potential Hedge Bank) irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Collateral Administrative Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of CreditFacility Termination Date, (ii) that is Disposed sold or otherwise disposed of or to be Disposed sold or otherwise disposed of as part of or in connection with any transaction sale or other disposition permitted hereunder or under any other Loan Document Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; andLenders in accordance with Section 11.01; (b) 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 7.01(i); and (c) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.099.10. In each case as specified in this Section 10.099.10, the Collateral Administrative Agent will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsDocuments or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.099.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. The Lenders and Each Lender (and, by its acceptance of the L/C Issuers irrevocably authorize benefit of any Lien in Collateral pursuant to the terms of the Collateral AgentDocuments, at its option each holder of the Rate Management and Currency Protection Obligations, each holder of the Specified Cash Management Obligations and each other Person for whose benefit the Security Trustee is granted a Lien in its discretion, Collateral pursuant to the terms of the Collateral Documents) hereby authorizes and directs (ai) JPMorgan Chase Bank, N.A. to act as Security Trustee under each Collateral Document, (ii) the Security Trustee, from time to time, to take any actions with respect to the Collateral or Collateral Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Collateral Documents and to enter into additional Collateral Documents or amendments to Collateral Documents, as contemplated by Section 6.12 or as necessary or advisable in connection with transfers or changes to the flag or vessel and/or ship registry of any Collateral Vessel permitted by Section 6.13, (iii) the Administrative Agent to, or to instruct the Security Trustee to (A) release any and all Collateral from the Liens created by the Collateral Documents, subordinate any Lien on any property granted to or held by the and all such Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretion) and the expiration or termination of all Letters of Credit, (ii) that is Disposed or to be Disposed of as part of or in connection with any transaction permitted hereunder or under any other Loan Document or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; and (b) to and/or release any Subsidiary Guarantor and all Guarantors from its their respective obligations under the Guaranty if and Collateral Agreement at any time and from time to time in accordance with the provisions of the Collateral Documents and Section 11.20 and (B) execute and deliver, and take any action referred to in Section 11.20, to evidence any such Person ceases release or subordination and (iv) the Administrative Agent to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary appoint the Security Trustee as a result of a transaction permitted hereunderits mortgagee trustee to receive, hold, administer and enforce the Collateral Vessel Mortgages covering the Collateral Vessels. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority and/or the Security Trustee’s authority, as applicable, to release its interest in particular types or items of property or any Collateral from the Liens created by the Collateral Documents, to subordinate any such Liens and/or to release any Guarantor from its obligations under the Guaranty and Collateral Agreement, in each case, pursuant to this Section 10.09. In each case as specified in this Section 10.09, the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.0910.8.

Collateral and Guaranty Matters. (a) The Lenders Collateral Agent, as collateral agent hereunder and under the L/C Issuers Security Documents, is hereby authorized to act on behalf of the Secured Parties, in its own capacity and through other agents and sub-agents appointed by it with due care, under the Security Documents. In connection with its role as secured party with respect to the Collateral hereunder, the Collateral Agent shall act as collateral agent, for itself and for the ratable benefit of the Secured Parties, and such role as Collateral Agent shall be disclosed on all appropriate accounts, certificates, filings, mortgages and other Collateral documentation. (b) The Lender Parties irrevocably authorize the Collateral Agent, at its option and in its discretion,, and the Collateral Agent may, without further written consent or authorization from Lenders (subject to Section 11.12 hereof), and agrees with and for the benefit of EnergySolutions that it shall execute any documents or instruments and take any further actions, in each case at the sole cost and expense of EnergySolutions, necessary: (ai) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (iA) upon termination of the Total Revolving Credit Commitments and payment in full of all Secured Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretionobligations) and the expiration or termination of all Letters of Credit, (iiB) that is Disposed sold or transferred or to be Disposed of sold or transferred as part of or in connection with any transaction sale, or transferred in any liquidation or merger, in each case, permitted hereunder or under any other Loan Document Document, or (iiiC) subject to Section 11.0111.12, if approved, authorized or ratified in writing by the Required Majority Lenders; andor (bii) to release any Subsidiary Guarantor (other than Parent) from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Administrative Agent at any time, the Required Majority Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.09. In each case as specified in this Section 10.09, the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.099.7.

Collateral and Guaranty Matters. (a) The Lenders and the L/C Issuers irrevocably authorize and direct the Collateral Agent, at its option and in its discretion,: (ai) to release any Lien on any property Collateral granted to or held by the Collateral Agent under any Loan Credit Document (iA) upon termination of the Total Revolving Credit Commitments and payment in full of all Credit Party Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretionobligations) and the expiration or termination of all Letters of Credit, (iiB) that is Disposed transferred or to be Disposed of transferred as part of of, or in connection with with, any transaction sale or other disposition permitted hereunder or under any other Loan Document or Section 6.4, (iiiC) subject to Section 11.0110.1, if approved, authorized or ratified in writing by the Required LendersLenders or (D) if otherwise required or permitted under any Credit Document; (ii) to subordinate any Lien on any Collateral granted to or held by the Collateral Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2; and (biii) to release any Subsidiary Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary Guarantor as a result of a transaction permitted hereunder. (b) The Lenders hereby irrevocably and unconditionally acknowledge full payment and discharge of the obligations secured by the Spanish law governed pledge agreement over the shares in Checkpoint Systems España, S.L., executed on June 10, 2009, which shall be deemed released for all legal purposes. (c) In connection with a termination or release pursuant to this Section, the Collateral Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrowers’ expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.09Section. In each case as specified in this Section 10.09, the Collateral Agent will, at the Borrowers’ expense, execute and deliver Subject to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents Intercreditor Agreement, upon full payment and this Section 10.09performance of the Credit Party Obligations and to the extent that the Revolving Commitments have been terminated, the Collateral Agent, the Administrative Agent and the Lenders shall release, or cause to be released all their interest, or interest held on their behalf, in the Collateral. Subject to the terms of the Intercreditor Agreement, upon any sale of the Collateral to the extent permitted hereunder or under any other Credit Document, the Collateral Agent, the Administrative Agent and the Lenders shall release, or cause to be released, all their security and other interest, or security and other interest held on their behalf, in that portion of the Collateral being sold. (d) The Administrative Agent shall take such actions as reasonably requested by the Credit Parties to release the collateral (other than the Collateral) granted in connection with the Existing Credit Agreement.

Collateral and Guaranty Matters. The Lenders and the L/C Issuers Credit Parties irrevocably authorize the Collateral AgentAgents, at its their option and in its their discretion, (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Aggregate Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations for which no claim has been asserted and any Other Liabilities which are not yet accrued by their terms then due and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; payable, provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time Agents shall have been paid or secured received such indemnities and collateral security as they shall have required in accordance with the manner provided in terms of Section 10.11 to protect the Credit Parties against any obligations that may thereafter arise with respect to such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretionOther Liabilities) and the expiration or termination of all Letters of CreditCredit (except to the extent fully Cash Collateralized or supported by another letter of credit in a manner reasonably satisfactory to the L/C Issuer and the Administrative Agent), (ii) that is Disposed sold or to be Disposed of sold as part of or in connection with any transaction sale permitted hereunder or under any other Loan Document Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; andLenders in accordance with Section 10.01; (b) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (h) of the definition of Permitted Encumbrances; and (c) to release any Subsidiary Guarantor from its obligations under the any Facility Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral any Agent at any time, the Required Lenders will confirm in writing the Collateral such Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under the Facility Guaranty pursuant to this Section 10.099.10. In each case as specified in this Section 10.099.10, the Collateral Agent Agents will, at the BorrowersLoan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsSecurity Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.099.10.

Collateral and Guaranty Matters. The Lenders and Each Lender (including any counterparty to any Secured Hedge Agreement or Secured Cash Management Agreement that was a Lender or an Affiliate of any Lender at the L/C Issuers time such agreement was executed) irrevocably authorize authorizes the Collateral Administrative Agent, at its option and in its discretion,, without notice to, or vote or consent of, any counterparty to any Secured Hedge Agreement or Secured Cash Management Agreement that was a Lender or an Affiliate of any Lender at the time such agreement was executed: (a) to release any Lien on any property Collateral granted to or held by the Collateral Agent Administrative Agent, for the ratable benefit of the Secured Parties, under any Loan Document (i) upon the termination of the Total Revolving Credit Commitments Commitment and payment in full of all Obligations (other than (x) contingent indemnification obligations not yet accrued and payable and obligations in respect of Secured Treasury Management Agreements and (y) Obligations under Secured Hedge Agreements; provided that the net termination liability under or in respect of, and other amounts due and payable under, each Secured Hedge Agreement at such time shall have been paid or secured in the manner provided in such Secured Hedge Agreement or by a collateral arrangement reasonably satisfactory to the relevant Hedge Bank in its sole discretionthen due) and the expiration or termination of all Letters of Credit, (ii) that is Disposed sold or to be Disposed of sold as part of or in connection with any transaction sale permitted hereunder or under any other Loan Document Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; andin accordance with Section 11.2; (b) to release any Subsidiary Guarantor (whether or not on the date of such release there may be outstanding Specified Obligations or contingent indemnification obligations not then due) from its obligations under the Subsidiary Guaranty Agreement and any other Loan Documents if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (c) to subordinate or release any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Permitted Lien. Upon request by the Collateral Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 10.0910.9. In each case as specified in this Section 10.0910.9, the Collateral Administrative Agent will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party Borrower such documents as such Loan Party the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral DocumentsDocuments or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.0910.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an disposition of assets permitted pursuant to Section 8.1, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any person.